-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rv1t+hiLAYWvHhdQ+GtjfY8rF0Hu66Th8appvYgttVjPUNXEBfdI+sKMBPHIkBSL nkzlLoJg1JueGTf0KreIpg== 0000950157-00-000177.txt : 20000424 0000950157-00-000177.hdr.sgml : 20000424 ACCESSION NUMBER: 0000950157-00-000177 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIH LTD CENTRAL INDEX KEY: 0001078276 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58405 FILM NUMBER: 606623 BUSINESS ADDRESS: STREET 1: ABBOT BLD. MOUNT STREET, TORTOLA STREET 2: ROAD TOWN, BRITISH VIRGIN ISLANDS BUSINESS PHONE: 2844945471 MAIL ADDRESS: STREET 1: ABBOT BLD. MOUNT STREET, TORTOLA STREET 2: ROAD TOWN, BRITISH VIRGIN ISLANDS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NASPERS LTD CENTRAL INDEX KEY: 0001106051 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: T3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: NASPERS CENTRE PO BOX 2271 STREET 2: CAPETOWN 8000 CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 BUSINESS PHONE: 270214062121 MAIL ADDRESS: STREET 1: NASPERS CENTRE PO BOX 2271 STREET 2: CAPETOWN 8000 CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MIH Limited ------------------------------------------------------------------------------- (Name of Issuer) Class A Ordinary Shares (no par value) ------------------------------------------------------------------------------- (Title of Class of Securities) G6116R10 ------------------------------------------------------------------------------- (CUSIP Number) Stephen G.J. Pacak Naspers Limited 40 Heerengracht Cape Town 8001 South Africa 27 (0)21 406-2121 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 6, 2000 - ------------------------------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 and 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. G6116R10 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Naspers Limited - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC, OO - ------------------------------------------------------------------------------ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION South Africa - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 32,790,653* SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 32,790,653* PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,790,653* - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ * Represents 30,787,319 shares issuable upon conversion of 30,787,319 Class B Ordinary Shares of MIH Limited beneficially owned by MIH (BVI) Limited, an indirect subsidiary of Naspers Limited, and 2,003,334 shares of Class A Ordinary Shares of MIH Limited directly owned by Naspers Limited. ** Based on 53,251,775 Class A Ordinary Shares of MIH Limited outstanding (assuming conversion of 30,787,319 Class B Ordinary Shares into an equal number of Class A Ordinary Shares) as of March 31, 2000. Item 1. Security and Issuer This statement relates to the Class A Ordinary Shares, no par value (the "Class A Shares"), of MIH Limited, a corporation organized under the laws of the British Virgin Islands. The principal executive offices of MIH Limited are located at Jupiterstraat 13-15, 2132 HC Hoofddorp, The Netherlands. Item 2. Identity and Background (a)-(c), (f) This statement is being filed by Naspers Limited, a company organized under the laws of South Africa ("Naspers"). The principal office and business address of Naspers is 40 Heerengracht, Cape Town, 8001, South Africa. Naspers is an integrated, multinational media business with a focus on electronic media, technology and the Internet, and the continuing development of its newspaper, magazine, book publishing and education divisions. The names of the directors and executive officers of Naspers and their respective business addresses, citizenship and present principal occupations or employment, as well as the names, principal businesses and addresses of any corporations and other organizations in which such employment is conducted, are set forth on Schedule I, which Schedule is incorporated herein by reference. Other than executive officers and directors, to the best of Naspers's knowledge, there are no persons controlling or ultimately in control of Naspers. (d)-(e) Neither Naspers nor, to the best of Naspers's knowledge, any of the persons listed in Schedule I has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Naspers nor, to the best of its knowledge, any of the persons listed in Schedule I has, during the last five years, 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. Item 3. Source and Amount of Funds or Other Consideration Pursuant to an agreement dated March 24, 2000, as amended, between Naspers and Johnnies Industrial Corporation Limited (the "Purchase Agreement"), on April 6, 2000, Naspers acquired beneficial ownership of 2,003,334 Class A Shares of MIH Limited from a wholly owned subsidiary of Johnnies Industrial Corporation Limited at an average purchase price of $73.33 per share. The Class A Shares were purchased with funds derived from a combination of Naspers's working capital and the proceeds of a recent sale by Naspers of shares it held in M-Cell Limited, a South African publicly traded company. No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. Item 4. Purpose of Transaction Naspers has acquired the Class A Shares for the purpose of increasing its investment in MIH Limited and not with the present intention of acquiring additional control of MIH Limited's business. As of the date of this Schedule 13D, Naspers does not have any plans or proposals with respect to MIH Limited that relate to or could result in: (a) the acquisition by any person of additional securities of MIH Limited, or the disposition of securities of MIH Limited; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving MIH Limited or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of MIH Limited or any of its subsidiaries; (d) any change in the present board of directors or management of MIH Limited, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of MIH Limited; (f) any other material change in MIH Limited's business or corporate structure; (g) changes in MIH Limited's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of MIH Limited by any person; (h) causing a class of securities of MIH Limited to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of MIH Limited becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) Naspers beneficially owns 32,790,653 of MIH Limited's Class A Shares, representing (1) 30,787,319 shares issuable upon conversion of 30,787,319 Class B Ordinary Shares of MIH Limited beneficially owned by MIH (BVI) Limited, an indirect subsidiary of Naspers, and (2) 2,003,334 Class A Shares directly owned by Naspers. The percentage of MIH Limited's Class A Shares beneficially owned by Naspers is 61.6%, which is based on 53,251,775 Class A Shares outstanding (assuming the conversion of 30,787,319 Class B Ordinary Shares into an equal number of Class A Shares) as of March 31, 2000. To the best knowledge of Naspers, none of the persons listed on Schedule I beneficially owns any ordinary shares of MIH Limited. (b) Naspers has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the 32,790,653 Class A Shares, assuming the conversion of the 30,787,319 Class B Ordinary Shares. To the best knowledge of Naspers, none of the persons listed on Schedule I possess voting or dispositive power over any ordinary shares of MIH Limited. (c) Neither Naspers nor, to the best of its knowledge, any of the persons listed in Schedule I has effected any transactions in the ordinary shares of MIH Limited during the past 60 days, other than, in the case of Naspers, those described in this Schedule 13D. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the Purchase Agreement described in Item 3 of this Schedule 13D, neither Naspers nor, to the best of its knowledge, any of the persons listed on Schedule I has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the issuer, including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put 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 Not applicable. 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. Date: April 18, 2000 NASPERS LIMITED by /s/ Stephen G.J. Pacak --------------------------- Name: Stephen G.J. Pacak Title: Executive Director SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF NASPERS LIMITED The names, citizenships, present principal occupations and business addresses of the directors and executive officers of Naspers are set forth below. All addresses are located in South Africa. I. Directors Citizenship Present Principal Business Address Occupation T Vosloo South Chairman 40 Heerengracht African Cape Town 8001 LM Taunyane South Teacher 17 7th Ave. African Alexandra 2090 JF Malherbe South Attorney BP Centre African Thlbaultplein Cape Town 8001 LN Jonker South Wine Farmer Weltevrede African Wynlandgoed Bonnievale 6730 JP Bekker South Managing 40 Heerengracht African Director Cape Town 8001 NP van Heerden South Director Piling Place African 5 Eton Road Parktown 2193 MJ de Vries South Director 57 van der Stel St. African Stellenbosch 7600 SJZ Pacak South Chartered 40 Heerengracht African Accountant Cape Town 8001 JP de Lange South Director of 9 Renaissance African companies Soetdoring Street Warmbaths 0480 BJ van der Ross South Director of 4 Schilpadvlei Road African companies Constantia 7700 JJM van Zyl South Engineer Koh-Noorgebou African 82 Hoof Road Claremont 7700 JduT Stofberg South Chartered 251 Oak Avenue African Accountant Randburg 2194 E Botha South Professor 34 Amos Street African Colbyn, Pretoria 0001 GJ Gerwel South Professor 22 Jasmyn Road African Belhar 7493 II. Executive Citizenship Present Principal Business Address Officers Occupation JP Bekker South Managing Director 40 Heerengracht African Cape Town 8001 George Coetzee South Chief Executive, 40 Heerengracht African Personnel; Group Cape Town 8001 Secretary Fred Daniels South General Manager, 40 Heerengracht African Information Cape Town 8001 Service and Technology Salie de Swardt South Chief Executive, 40 Heerengracht African National Magazines Cape Town 8001 Gerrie de Villiers South General Manager, 8th Floor, General African National Private Accidents Insurance Colleges Bld, Cnr. Simmonds & Jorissen Streets Braamfontein 2001 Jan Malherbe South Chief Executive, 40 Heerengracht African National Cape Town 8001 Newspapers SJZ Pacak South Executive Director 40 Heerengracht African Cape Town 8001 Anet Pienaar South Head of 40 Heerengracht African Corporation Cape Town 8001 Communications Helgaard Raubenheimer South Chief Executive, 40 Heerengracht African Nasionale Cape Town 8001 Boekhandel Conrad Sidego South Senior General 40 Heerengracht African Manager, Strategic Cape Town 8001 Planning -----END PRIVACY-ENHANCED MESSAGE-----