-----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, HXGA2GZWTlmX/KZAeUJ10HWIgjDXWpn2u04G6OG5Vzfi7GM85c/4t8ow4IMcRHky XPVBB0T/+4XI1Cm/+Im1Rg== 0000315066-00-000608.txt : 20000215 0000315066-00-000608.hdr.sgml : 20000215 ACCESSION NUMBER: 0000315066-00-000608 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC RETAILING SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000898747 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 061361276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-44813 FILM NUMBER: 538550 BUSINESS ADDRESS: STREET 1: 488 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2039492500 MAIL ADDRESS: STREET 1: 372 DANBURY RE CITY: WILTON STATE: CT ZIP: 06897 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY INTERNATIONAL LTD CENTRAL INDEX KEY: 0000318989 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175637100 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G 1 SCHEDULE 13G - 02-14-2000 - ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. SCHEDULE 13G Amendment No. 0 Electronic Retailing Systems International, Inc. common stock Cusip # 285825105 Cusip # 285825105 Item 1: Reporting Person - Fidelity International Limited Item 4: Bermuda Item 5: 2,086,000 Item 6: 0 Item 7: 2,086,000 Item 8: 0 Item 9: 2,086,000 Item 11: 9.80% Item 12: HC Cusip # 285825105 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 2,086,000 Item 8: 0 Item 9: 2,086,000 Item 11: 9.80% Item 12: IN Cusip # 285825105 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 2,086,000 Item 8: 0 Item 9: 2,086,000 Item 11: 9.80% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Item 1(a). Name of Issuer: Electronic Retailing Systems International, Inc. Item 1(b). Name of Issuer's Principal Executive Offices: 488 Main Avenue Norwalk, CT 06851 Item 2(a). Name of Person Filing: Fidelity International Limited Item 2(b). Address or Principal Business Office or, if None, Residence: Pembroke Hall, 42 Crowlane Hamilton, Bermuda Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: common stock Item 2(e). CUSIP Number: 285825105 Item 3. This statement is filed pursuant to Rule 13d-1(c). Not applicable Item 4. Ownership (a) Amount Beneficially Owned: 2,086,000 (b) Percent of Class: 9.80% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,086,000 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 2,086,000 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Common Stock. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of Electronic Retailing Systems International, Inc. The interest of one person, Fidelity Special Situations Fund, an investment company advised by Fidelity International Limited, in the common stock of Electronic Retailing Systems International, Inc., amounted to 1,929,150 shares or 9.06% of the total outstanding common stock at December 31, 1999. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A, B, and C. Item 8. Identification and Classification of Members of the Group. Not Applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with Fidelity International Limited's beneficial ownership of the common stock of Electronic Retailing Systems International, Inc. at December 31, 1999 is true, complete and correct. January 14, 2000 Date Signature Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of Fidelity International Limited and it direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non- U.S. investment companies and certain institutional investors. Fidelity International Limited is the beneficial owner of 2,086,000 shares or 9.80% of the common stock outstanding of the Company. Additional information with respect to the beneficial ownership of Fidelity International Limited is shown on Exhibit B. EXHIBIT to SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Pursuant to instructions in Item 7 of Schedule 13G, this Exhibit has been prepared to identify Fidelity International Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, a Bermudan joint stock company incorporated for an unlimited duration by private act of the Bermuda Legislature (FIL) and an investment adviser to various investment companies (the "International Funds") and certain institutional investors, as a beneficial owner of the 2,086,000 shares or 9.80% of the common stock outstanding of Electronic Retailing Systems International, Inc.. The ownership of one investment company, Fidelity Special Situations Fund, amounted to 1,929,150 shares or 9.06% of the outstanding common stock of Electronic Retailing Systems International, Inc.. Fidelity International Limited, the advisor of Fidelity Special Situations Fund, has its principal business office at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity Management & Research Company (Fidelity), a wholly- owned subsidiary of FMR Corp. On that date, the shares of FIL held by Fidelity were distributed, as a dividend, to the shareholders of FMR Corp. FIL currently operates as an entity independent of FMR Corp. and Fidelity. The International Funds and FIL's other clients, with the exception of Fidelity and an affiliated company of Fidelity, are non-U.S. entities. A partnership controlled by Edward C. Johnson 3d and members of his family owns shares of FIL voting stock with the right to cast approximately 39.89% of the total votes which may be cast by all holders of FIL voting stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals. Other than when one serves as a sub adviser to the other, their investment decisions are made independently, and their clients are generally different organizations. FIL has sole dispositive power over 2,086,000 shares owned by the International Funds. FIL has sole power to vote or direct the voting of 2,086,000 shares of common stock held by the International Funds as reported above -----END PRIVACY-ENHANCED MESSAGE-----