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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
(Amendment
No. 2)*
(Name of Issuer)
American Depositary Shares (as evidenced by
American Depositary Receipts) each representing one share of Preferred Stock
(Title of Class of Securities)
(CUSIP Number)
Gaylord Macnack
Flevolaan 41A
1411 KC NAARDEN
P.O. Box 5081
1410 AB NAARDEN
The Netherlands
+31 35 695 9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Jeff Hendrickson, Esq.
Herbert Smith LLP
Exchange House
Primrose Street
London EC2A 2HS
United Kingdom
+44 20 7374 8000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*
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).
CUSIP No. 928555S101
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Cyrte Investments B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
61,738,085(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
61,738,085(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
6.73% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
2
CUSIP No. 928555S101
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Cyrte Investments GP III B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
|
Shared Voting Power
61,738,085(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
61,738,085(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
6.73% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
3
CUSIP No. 928555S101
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Cyrte Fund III C.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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|
8.
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Shared Voting Power
61,738,085(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
61,738,085(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
6.73% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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|
|
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(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
4
CUSIP No. 928555S101
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva plc
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
|
Source of Funds (See Instructions)
Not applicable
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
England and Wales
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
61,738,085(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
61,738,085(1)
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|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
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|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
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|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
5
CUSIP No. 928555S101
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva Group Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
61,738,085(1)
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|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
61,738,085(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
6
CUSIP No. 928555S101
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|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva International Insurance Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
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|
|
(b)
|
o
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|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
61,738,085(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
61,738,085(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
7
CUSIP No.
928555S101
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|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva Insurance Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Scotland
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
61,738,085(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
61,738,085(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
8
CUSIP No. 928555S101
|
|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva International Holdings Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
61,738,085(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
61,738,085(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
9
CUSIP No. 928555S101
|
|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
CGU International Holdings B.V.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
61,738,085(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
61,738,085(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
10
CUSIP No. 928555S101
|
|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Delta Lloyd N.V.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
61,738,085(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
61,738,085(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,738,085
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.73% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 61,738,085 American Depository Shares each representing one
share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the
foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo
Participaçoes S.A. outstanding as of September 30, 2007, as reported on the
issuers current report on Form 6-K filed with the Securities and Exchange
Commission on November 7, 2007.
11
Item 1.
|
Security and Issuer
|
This Amendment No. 2 to the statement on Schedule
13D (this Amendment) filed with the Securities and Exchange Commission on
April 30, 2007, as amended on September 27, 2007, relates to 61,738,085
American Depository Shares, representing 61,738,085 shares of Preferred Stock
(the Shares) of Vivo Participaçoes S.A.
(the Company). The Companys
principal offices are located at Av. Roque Petroni Jr., No. 1464, 6th
floor-part, B Building, 04707-000-Sao Paolo, SP, Federative Republic of
Brazil.
|
|
|
Item 2.
|
Identity and Background
|
(a), (b) and (c) This Amendment is being filed
jointly by (i) Aviva plc, a public limited company organized under the
laws of England and Wales, (ii) Aviva Group Holdings Limited, a limited
liability company organized under the laws of England and Wales; (iii) Aviva
International Insurance Limited, a limited liability company organized under
the laws of England and Wales; (iv) Aviva Insurance Limited, a limited
liability company organized under the laws of Scotland; (v) Aviva
International Holdings Limited, a limited liability company organized under
the laws of England and Wales; (vi) CGU International Holdings B.V., a
limited liability company organized under the laws of The Netherlands; (vii)
Delta Lloyd N.V., a limited liability company organized under the laws of The
Netherlands; (viii) Cyrte Investments B.V. (Cyrte Investments), a limited
liability company organized under the laws of The Netherlands;
(ix) Cyrte Investments GP III B.V. (Cyrte Investments GP), a limited
liability company organized under the laws of The Netherlands; and
(x) Cyrte Fund III C.V. (Cyrte Fund), a limited partnership organized
under the laws of The Netherlands (collectively, the Reporting
Persons). Aviva plc, Aviva Group
Holdings Limited, Aviva International Insurance Limited, Aviva Insurance
Limited, Aviva International Holdings Limited and CGU International Holdings
B.V. are referred to herein as the Aviva Reporting Persons.
Aviva plc owns all of
the outstanding share capital of Aviva Group Holdings Limited. Aviva Group Holdings Limited owns all of
the outstanding share capital of Aviva International Insurance Limited. Aviva International Insurance Limited owns all
of the outstanding share capital of Aviva Insurance Limited. Aviva Insurance Limited owns all of the
outstanding share capital of Aviva International Holdings Limited. Aviva International Holdings Limited owns all
of the outstanding share capital of CGU International Holdings B.V. CGU International Holdings B.V. owns 92% of
the outstanding share capital of Delta Lloyd N.V. Delta Lloyd N.V. owns 85%
of the share capital of Cyrte Investments. Cyrte Investments is the manager
of the investment portfolio held by Cyrte Fund and owner of all of the
outstanding capital stock of Cyrte Investments GP. Cyrte Investments GP is the general partner
of Cyrte Fund.
The name, business
address, business activity and present principal occupation or employment of
each director, officer or general partner of the Reporting Persons are set
forth in Schedule I hereto, which is incorporated herein by reference.
The principal business
of each of the Aviva Reporting Persons and Delta Lloyd N.V. is insurance
services. The principal business of Cyrte Investments is investment
management. Cyrte Investments GPs
principal business is to act as the general partner of Cyrte Fund. Cyrte Fund is an investment fund; its
principal business is to invest in listed and non-listed equity securities in
the technology, media and telecommunication sectors.
(d) During the last
five years, none of the Reporting Persons, nor, to the knowledge of the
Reporting Persons, any of persons listed on Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last
five years, none of the Reporting Persons, nor, to the knowledge of the
Reporting Persons, any of persons listed on Schedule I hereto, has been 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 or 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.
(f) The citizenship of
each director or general partner of the Reporting Persons who is a natural
person is set forth in Schedule I hereto, which is incorporated herein by
reference.
|
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
On December 19, 2007, Cyrte Investments GP (for
the benefit of Cyrte Fund, and acting solely in its capacity as General
Partner of Cyrte Fund) received 48,372,876 American Depository Shares,
representing 48,372,876 Shares of the Company, from Cyrte Investments GP I
B.V. (for the benefit of CF I Invest C.V. (formerly named Cyrte Fund I C.V.),
and acting solely in its capacity as General Partner of CF I Invest C.V.), in
consideration for a limited partner interest in Cyrte Fund, and also received
13,365,209 American Depository Shares, representing 13,365,209 Shares of the
Company, from Stichting Pensioenfonds voor de Gezondheid, Geestelijke en
Maatschappelijke belangen (PGGM), in consideration for a limited partner
interest in Cyrte Fund.
|
12
Item 4.
|
Purpose of Transaction
|
The Reporting Persons
have acquired the Shares of the Company for investment purposes. The Reporting Persons intend to assess
their investment in the Company from time to time on the basis of various
factors, including, without limitation, the Companys business, financial
condition, results of operations and prospects, general economic, market and
industry conditions, as well as other developments and other investment
opportunities. Depending upon the foregoing
factors or any other factors deemed relevant to the Reporting Persons, they
may acquire additional shares in the Company, or dispose of all or part of
the shares of the Company, in open market transactions, privately negotiated
transactions or otherwise. Any acquisition or disposition may be effected by
the Reporting Persons at any time without prior notice. The Reporting Persons may engage in
communications from time to time with one or more stockholders, officers or
directors of the Company regarding the Companys operating performance,
strategic direction or other matters that could result in or relate to, among
other things, any of the matters set forth in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
The Reporting Persons
have, in the past, engaged in meetings and communications from time to time
with the Companys key personnel. These meetings and conversations were held
for the purpose of better understanding the Company and its industry. In the
future, the Reporting Persons may engage in communications from time to time
with one or more stockholders, officers or directors of the Company regarding
the Companys operating performance, strategic direction or other matters
that could result in or relate to, among other things, any of the matters set
forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in
this Amendment, none of the Reporting Persons has any present plan or
proposal that relates to, or could result in, any of the events referred to
in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The
Reporting Persons will, however, continue to review the business of the
Company and, depending upon one or more of the factors referred to above, may
in the future propose that the Company take one or more such actions.
|
|
|
Item 5.
|
Interest in Securities of the Issuer
|
(a) and (b) According to the Companys current report
on Form 6-K filed with the Securities and Exchange Commission on November 7,
2007, there were 917,186,000 Shares outstanding as of September 30, 2007. Cyrte Investments GP directly owns interests
in 61,738,085 Shares, which represents 6.73% of the Shares outstanding as of
September 30, 2007. None of the Aviva
Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund directly
own such Shares. However each of the
Aviva Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund may
be deemed to be beneficial owners, as well as share the power to vote and
dispose, of such Shares directly owned by Cyrte Investments GP by virtue of the
fact that: Aviva plc owns all of the outstanding share capital of Aviva Group
Holdings Limited, Aviva Group Holdings Limited owns all of the outstanding
share capital of Aviva International Insurance Limited, Aviva International
Insurance Limited owns all of the outstanding share capital of Aviva Insurance
Limited, Aviva Insurance Limited owns all of the outstanding share capital of
Aviva International Holdings Limited,
Aviva International Holdings Limited owns all of the outstanding share
capital of CGU International Holdings B.V., CGU International Holdings B.V.
owns 92% of the outstanding share capital of Delta Lloyd N.V.; Delta Lloyd N.V.
owns 85% of the share capital of Cyrte Investments, Cyrte Investments is the
manager of the investment portfolio held by Cyrte Fund and owner of all of the
outstanding capital stock of Cyrte Investments GP and Cyrte Investments GP is the general partner
of Cyrte Fund. Each of the Aviva
Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund disclaims
beneficial ownership of such Shares for all other purposes.
(c) During the past 60 days, none of the Reporting
Persons has bought, sold or otherwise received Shares except in the
transactions described in Item 3 hereto, or in Schedule II attached hereto,
which is incorporated herein by reference.
(d) The limited partners of Cyrte Fund, being CFI Invest C.V., Delta Lloyd Levensverzekering
N.V., Stichting Pensioenfonds ABP, and PGGM will have the benefit of any
dividends from, or proceeds from the sale of, the Shares of the Company owned
by Cyrte Investments GP, subject to certain fee arrangements.
(e) Not applicable.
13
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
|
To the best knowledge of the Reporting Persons,
there are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any of the securities of the Company, including,
but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.
|
|
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
Exhibit 99.1
|
|
Agreement of Joint Filing among Cyrte Investments
B.V., Cyrte Investments GP III B.V., Cyrte Fund III C.V., Aviva plc, Aviva
Group Holdings Limited, Aviva International Insurance Limited, Aviva
Insurance Limited, Aviva International Holdings Limited, CGU International Holdings
B.V. and Delta Lloyd N.V., dated as of December 20, 2007.
|
|
|
|
Exhibit 99.2
|
|
Power of attorney granted on December 19, 2007
granting power of attorney to Mr Gaylord Macnack to sign on behalf of Cyrte
Investments B.V. and Cyrte Investments GP III B.V. (also acting in its
capacity as general partner of Cyrte Fund III C.V.).
|
14
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
December 20, 2007
|
|
Date
|
/s/ Gaylord Macnack
|
|
Signature
|
Cyrte Investments B.V., by
Gaylord Macnack, attorney-in-fact***
|
|
December 20, 2007
|
|
Date
|
/s/ Gaylord Macnack
|
|
Signature
|
Cyrte Investments GP III
B.V., by Gaylord Macnack, attorney-in-fact***
|
|
December 20, 2007
|
|
Date
|
/s/ Gaylord Macnack
|
|
Signature
|
Cyrte Fund III C.V., by
Gaylord Macnack, attorney-in-fact***
|
|
December 20, 2007
|
|
Date
|
/s/ Antoinette Sprenger
|
|
Aviva plc, by Antoinette
Sprenger, attorney-in-fact**
|
|
December 20, 2007
|
|
Date
|
|
/s/ Antoinette Sprenger
|
|
Signature
|
Aviva Group Holdings Limited
by Antoinette Sprenger, attorney-in-fact**
|
|
December 20, 2007
|
|
Date
|
/s/ Antoinette Sprenger
|
|
Signature
|
Aviva International
Insurance Limited by Antoinette Sprenger, attorney-in-fact**
|
|
December 20, 2007
|
|
Date
|
/s/ Antoinette Sprenger
|
|
Signature
|
Aviva Insurance Limited by
Antoinette Sprenger, attorney-in-fact**
|
|
December 20, 2007
|
|
Date
|
|
/s/ Antoinette Sprenger
|
|
Signature
|
Aviva International
Holdings Limited by Antoinette Sprenger, attorney-in-fact**
|
|
December 20, 2007
|
|
Date
|
|
/s/ Antoinette Sprenger
|
|
Signature
|
CGU International Holdings
B.V. by Antoinette Sprenger, attorney-in-fact**
|
|
December 20, 2007
|
|
Date
|
/s/ Antoinette Sprenger
|
|
Signature
|
Delta Lloyd N.V., by
Antoinette Sprenger, attorney-in-fact**
|
|
|
|
**
Signed pursuant to powers of attorney, dated
October 2, 2007 and October 8, 2007
,
included as Exhibit 99.2 to Amendment No. 8 to the
statement on Schedule 13D filed with the Securities and Exchange Commission on
October 9
,
2007 by the Reporting Persons are incorporated by reference herein
.
*** Signed
pursuant to power of attorney, dated December 19, 2007, included as
Exhibit 99.2 to this Schedule 13D/A by the Reporting Persons.
15
SCHEDULE I
The name, business address, business
activity, present principal occupation or employment and, if a natural person,
citizenship of each director, officer or general partner of the Reporting
Persons are set forth in Schedule I hereto, which is incorporated herein by
reference.
Cyrte
Investments B.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Botman, Franciscus
Johannes
|
|
Flevolaan
41A,
1411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands
|
|
Director
(
bestuurder)
and Chairman of Management Board
|
|
Director
(
bestuurder)
|
|
The
Netherlands
|
Aardoom,
Japhet Pieter
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Otto, Alex Hendrikus
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Hoek,
Nicolaas Willem
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board
Director
|
|
The Netherlands
|
Kok, Petrus Jacobus Wilhelmus Gerardus
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board
Director
|
|
The
Netherlands
|
Krant, Joop
|
|
Dreeftoren 5
th
floor
Haaksbergweg 11
1101 BP Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board
Director
|
|
The
Netherlands
|
Cyrte
Investments GP III B.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Cyrte
Investments B.V.
|
|
Flevolaan
41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands
|
|
Investment
management
|
|
Investment
management; sole director (
bestuurder
)
of Cyrte Investments GP III B.V.
|
|
Not
applicable
|
Cyrte Fund
III C.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Cyrte
Investments GP III B.V.
|
|
Flevolaan
41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands
|
|
Investment
management
|
|
Investment
management; general partner of Cyrte Fund III C.V.
|
|
Not
applicable
|
Aviva plc
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Arora,
Nikesh
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
States
|
de la Dehesa
Romero, Guillermo
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
Spain
|
Dik, Wim
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Senior
Independent Director
|
|
Senior
Independent Director
|
|
The
Netherlands
|
Francis,
Mary, Elizabeth
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
Kingdom
|
Goeltz,
Richard, Karl
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
States
|
Moss,
Andrew, John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Piwnica,
Carole
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
Belgium
|
Scott,
Philip, Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United Kingdom
|
Sharman,
Colin, Morven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Chairman
|
|
Chairman
|
|
United
Kingdom
|
Walls, John,
Russell, Fotheringham
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
Kingdom
|
Machell, Simon
Christopher
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive Committee
Member
|
|
Executive
Committee Member
|
|
United
Kingdom
|
Ainley, John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United Kingdom
|
Godlasky,
Thomas
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United
States
|
Dromer,
Alain
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
France
|
Hodges,
Mark, Steven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United
Kingdom
|
Mayer, Igal,
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United
States
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
India
|
Aviva
Group Holdings Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges,
Mark, Steven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal,
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
States
|
Moss,
Andrew, John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip, Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Aviva
International Insurance Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges,
Mark, Steven
|
|
St Helens,
1Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal,
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
States
|
Moss,
Andrew, John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip, Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Aviva
Insurance Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges,
Mark, Steven
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal,
Mordeciah
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
States
|
Moss,
Andrew, John
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip, Gordon
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Aviva
International Holdings Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges,
Mark, Steven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal,
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
States
|
Moss,
Andrew, John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip, Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United Kingdom
|
CGU
International Holdings B.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Harris,
Timothy
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Jones,
Edward, Graham
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Moss,
Andrew, John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Delta
Lloyd N.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hoek,
Nicolaas Willem
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Kok, Petrus Jacobus Wilhelmus Gerardus
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Medendorp,
Paul Kerst
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
Germany
|
Raué,
Hendrik Herman
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
van der
Burg, Vincent Arthur Maria
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The
Netherlands
|
Kottman,
René Herman Philip Willem
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The
Netherlands
|
Smits, Marcellinus Hermanus Maria
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Boumeester, Pamela Gertrude
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Haars, Jan Gerard
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Fischer, Eric Jacob
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Moss, Andrew John
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
United Kingdom
|
SCHEDULE II
All of the Shares of the Company acquired and sold as described in the
table below were acquired and sold by Cyrte Investments GP I B.V. in
open market transactions prior to the transfer to Cyrte Investments GP, as
described in Item 3.
Trade Date
|
|
Shares Acquired or Sold
|
|
Shares Price (USD)
|
|
October 4, 2007
|
|
125,000
|
|
4.5997
|
|
October 5, 2007
|
|
100,000
|
|
4.6500
|
|
October 11, 2007
|
|
30,793
|
|
5.0500
|
|
October 12, 2007
|
|
65,500
|
|
5.1457
|
|
October 15, 2007
|
|
125,000
|
|
5.1385
|
|
October 16, 2007
|
|
125,000
|
|
5.1503
|
|
October 22, 2007
|
|
-51,100
|
|
5.8018
|
|
October 23, 2007
|
|
-403,500
|
|
5.9169
|
|
November 1, 2007
|
|
44,670
|
|
5.6500
|
|
November 5, 2007
|
|
250,000
|
|
5.5500
|
|
November 9, 2007
|
|
1,597,700
|
|
5.2467
|
|
|
|
|
|
|
|
Bought in open market
|
|
2,009,063
|
|
|
|