SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

 

Telesystem International Wireless Inc.


(Name of Issuer)

 

 

Common Shares, without par value


(Title of Class of Securities)

 

 

879946606


(CUSIP number)

 

 

Wayne PJ McArdle, Esq.

Gibson, Dunn & Crutcher LLP

Telephone House

2-4 Temple Avenue, EC4Y 0HB

London, England

+44 20 7071 4000


(Name, address and telephone number of person authorized to receive notices and communications)

 

 

June 12, 2005


(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 Rule 13d-1(e), 13d-1(f) or 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 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 the 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 (the “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. 879946606    13D/A    Page 2 of 6 Pages

 

  1  

NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            AIG EMERGING EUROPE INFRASTRUCTURE MANAGEMENT LTD.

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            N/A

   
  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            BERMUDA

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

                NONE


  8    SHARED VOTING POWER

 

                NONE


  9    SOLE DISPOSITIVE POWER

 

                NONE


10    SHARED DISPOSITIVE POWER

 

                NONE

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            NONE

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            CO

   

 

 


CUSIP No. 879946606    13D/A    Page 3 of 6 Pages

 

This amendment No. 1 amends and supplements the statement on Schedule 13D and the cover page thereto filed on January 21, 2005 by AIG Emerging Europe Infrastructure Management Ltd. (the “Reporting Person”) with respect to its beneficial ownership of common stock issued by Telesystem International Wireless Inc.

 

Item 1. Security and Issuer

 

The class of equity securities to which this statement relates is common shares, without par value (the “Common Shares”) of Telesystem International Wireless Inc., a Canadian corporation (the “Issuer”), which is a class of equity securities registered under Section 12(g) of the Securities Exchange Act of 1934. The address of the principal executive office of the Issuer is 1250 René-Lévesque Street West, 38th floor, Montreal, Quebec H3B 4W8 Canada.

 

Item 2. Identity and Background

 

(a) - (c) & (f): This statement on Schedule 13D is being filed by the Reporting Person, a company existing under the laws of Bermuda and having its principal place of business at 29 Richmond Road, Pembroke HM 08, Bermuda. Attached as Schedule 1 hereto, which schedule is incorporated herein by reference, is a chart setting forth the name, business address, principal occupation or employment, the name and principal business of the organization in which such employment is conducted, and citizenship of each of the executive officers and directors of the Reporting Person.

 

The principal business of the Reporting Person is to serve as the general partner of AIG Emerging Europe Infrastructure Management L.P. (“Management L.P.”), which together with certain affiliated entities act as advisers for various investment funds, including AIG Emerging Europe Infrastructure Fund L.P. (the L.P. Fund”) and Emerging Europe Infrastructure Fund C.V. (the “C.V. Fund”). Management L.P. is also the general partner of the L.P. Fund and the C.V. Fund. The C.V. Fund, EEIF Czech N.V. and EEIF Melville B.V. (“Melville”) are affiliates of the Reporting Person.

 

(d) & (e): During the last five years, neither the Reporting Person, nor to the best knowledge of the Reporting Person, any person listed in Schedule 1 hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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

 

  (a) Source of Funds: N/A.

 

  (b) Amount of Funds: N/A.

 

Item 4. Purpose of Transaction

 

No change.


CUSIP No. 879946606    13D/A    Page 4 of 6 Pages

 

Item 5. Interest in Securities of the Issuer

 

  (a) None.

 

  (b) N/A.

 

  (c) On June 12, 2005, EEIF Czech NV, sold 6,411,907 Common Shares on the open market at $15.40 per share. On June 15, 2005, the C.V. Fund sold 1,885,476 Common Shares on the open market at $15.50 per share. On June 29, 2005, Melville sold 5,171,732 Common Shares on the open market at $15.60 per share. On June 30, 2005, Melville sold 5,171,732 Common Shares on the open market at $15.60 per share.

 

  (d) N/A.

 

  (e) The Reporting Person ceased to be the beneficial owner of more than five percent of the class of securities on June 15, 2005.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No change.

 

Item 7. Material to be Filed as Exhibits

 

N/A.


          Page 5 of 6 Pages

 

SIGNATURES

 

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.

 

Dated: July 5, 2005

 

AIG EMERGING EUROPE INFRASTRUCTURE MANAGEMENT LTD.

/s/ Donald C. Roth


Name:

 

Donald C. Roth

Title:

 

Director


CUSIP No. 879946606    13D/A    Page 6 of 6 Pages

 

Schedule 1

 

Name and Title with

Reporting Person


  

Principal
Occupation


  

Name and Principal

Business of Employer


  

Business Address


   Citizenship

S. George Cubbon,

Director, President and Secretary

   Chief Executive Officer and President   

American International Company Limited,

Insurance Financial

Services

   29 Richmond Rd. Pembroke, HM 08 Bermuda    United Kingdom

Mark Waddington,

Vice President and Treasurer

   Accountant   

American International

Company Limited,

Insurance Financial

Services

   29 Richmond Road, Pembroke, HM 08 Bermuda    Canada

Suzanne Wylie,

Assistant Secretary

   Corporate Administration   

American International

Company Limited,

Insurance Financial

Services

   29 Richmond Road, Pembroke, HM 08 Bermuda    United Kingdom

James Keyes,

Director

   Lawyer   

Appleby Spurling

Hunter,

Law Firm

  

22 Victoria St.

Hamilton, Bermuda

   United Kingdom
John Finneran, Jr., Director    Chief Operating Officer    Edison Capital   

18101 Von Karman

Avenue, #1700

Irvine, CA 92612

   United States of America
Donald C. Roth, Director    Managing Partner   

Emerging Markets Partnership,

Asset Management

  

2001 Pennsylvania

Avenue, Suite

1100, Washington,

DC 20006

   United States of America