424B3 1 g67648e424b3.txt TERREMARK WORLDWIDE 333-37060 1 Rule 424(b)(3) Registration No. 333-37060 TERREMARK WORLDWIDE, INC. SUPPLEMENT NO. 1 DATED MARCH 14, 2001 TO PROSPECTUS DATED SEPTEMBER 20, 2000 The Prospectus of Terremark Worldwide, Inc., dated September 20, 2000, relating to our common stock, $.001 par value per share, is hereby supplemented as follows: 1. RECENT DEVELOPMENTS. On February 23, 2001, we completed the sale of certain of our telecom facilities management operations to MP Telecom, LLC, pursuant to an agreement dated January 12, 2001. As part of the transaction, MP Telecom has conveyed to us a total of 1,400,000 shares of our common stock, representing a portion of the 8,000,000 shares we issued to MP Telecom and its affiliates when we acquired, in 2000, certain of the assets conveyed to MP Telecom on February 23, 2001. The principals of MP Telecom and various of our executive officers have mutually agreed that, until December 25, 2001, each group will limit, in the aggregate, the number of shares of our common stock to be sold by them during any trading day to 25,000 and 300,000 during any calendar month. 2. SELLING STOCKHOLDERS. The following table sets forth, as of February 28, 2001, certain information with respect to the ownership of our common stock by the Selling Stockholders, and supersedes the table set forth on page 13 of the Prospectus.
PERCENTAGE OF NUMBER OF SHARES SHARES NUMBER OF SHARES BENEFICIALLY BENEFICIALLY BENEFICIALLY NUMBER OF SHARES OWNED AFTER OWNED AFTER SELLING STOCKHOLDER OWNED(1) OFFERED OFFERING(1)(2) OFFERING(1)(2) ------------------- -------- ------- -------------- -------------- Paradise Stream (Bahamas) Limited ... 52,090,655 52,090,655 0 0% TCO Company Limited ................. 34,094,139 34,094,139 0 0 Manuel D. Medina (3) ................ 32,197,913 32,169,913 28,000 * Vistagreen Holdings (Bahamas), Ltd. . 7,818,473 7,818,473 0 0 Moraine Investments, Inc. ........... 6,613,221 6,613,221 0 0 ATTU Services, Inc. ................. 4,186,173 4,186,173 0 0 Michael Katz (4) .................... 3,055,830 3,015,930 39,900 * Brian Goodkind (5) .................. 2,269,801 2,269,801 0 0 AJR, LLC ............................ 1,027,301 1,027,301 0 0 Irving A. Padron, Jr. (6) ........... 516,151 513,651 2,500 * Edward P. Jacobson (7) .............. 515,651 513,651 2,000 * William J. Biondi (8) ............... 513,651 513,651 0 0 Willy Bermello ...................... 235,620 235,620 0 0 James Siegel & Debra Siegel, Tenants by the Entirety .................. 1,500,000 1,500,000 0 0 Vinson Richter and Randa Richter, Tenants by the Entirety .......... 1,500,000 1,500,000 0 0 1999 Mulroy Family Trust ............ 2,500,000 2,500,000 0 0
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PERCENTAGE OF NUMBER OF SHARES SHARES NUMBER OF SHARES BENEFICIALLY BENEFICIALLY BENEFICIALLY NUMBER OF SHARES OWNED AFTER OWNED AFTER SELLING STOCKHOLDER OWNED(1) OFFERED OFFERING(1)(2) OFFERING(1)(2) ------------------- -------- ------- -------------- -------------- Thomas M Mulroy and Dorothy E. Mulroy, Tenants by the Entirety .. 685,000 685,000 0 0 1999 Glazer Family Trust ............ 965,000 965,000 0 0 1999 Preminger Family Trust ......... 676,000 676,000 0 0 Gary R. Siegel and Laura S. Siegel, Tenants by the Entirety .......... 464,000 460,000 4,000 * Steven M. Glazer and Jan G. Glazer, Tenants by the Entirety .......... 254,000 254,000 0 0 Clifford J. Preminger & Rebecca B Preminger, Tenants by the Entirety 376,000 120,000 256,000 * Clifford J. Preminger (9) ........... 238,000 238,000 0 0 Gary R. Siegel Family Trust ......... 120,000 120,000 0 0 Zachary Preminger Trust ............. 100,000 100,000 0 0 Rebecca B. Preminger ................ 100,000 100,000 0 0 Susan M. Gettler .................... 70,000 70,000 0 0 Stephen H. Ellick ................... 57,000 52,000 5,000 * Daryle L. Preminger ................. 50,000 50,000 0 0 L. Mark Winston ..................... 36,000 36,000 0 0 Gettler Children's Trust ............ 30,000 30,000 0 0 Johnson Family Trust ................ 15,000 15,000 0 0 Preminger & Glazer, PLLC ............ 58,000 58,000 0 0 Guillermo Amore ..................... 86,000 26,471 59,529 * Howard M. Glicken ................... 20,588 20,588 0 0 Amancio Victor Suarez ............... 985,294 985,294 0 0 Amancio Jorge Suarez ................ 735,294 735,294 0 0 Joel Silva .......................... 26,471 26,471 0 0 Los Pinos Investment Trust .......... 441,176 441,176 0 0 Latin American Telecommunication Enterprises, LLC.................. 588,235 588,235 0 0 Leo I. George ....................... 147,059 147,059 0 0 Dutko Tax Savings Trust ............. 29,412 29,412 0 0
--------------- * Less than 1% (1) Except as otherwise noted, we determine beneficial ownership in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities and Exchange Act of 1934, as amended. We treat shares of common stock issuable pursuant to options, warrants and convertible securities, to the extent these securities are currently exercisable or convertible within 60 days of August 15, 2000, as outstanding for computing the percentage of the person holding such securities. Unless otherwise noted, each identified person or group possesses sole voting and investment power with respect to shares, subject to community property laws where applicable. We treat shares not outstanding but deemed beneficially owned by virtue of the right of a person or group to acquire them within 60 days as outstanding only to determine the number and percent owned by such person or group. (2) Assuming that all shares offered here are sold but no other securities held by the selling securityholder are sold. (3) Manuel D. Medina has served as our Chairman of the Board, President and Chief Executive Officer since April 28, 2000. Prior to that, he served as the Chairman of the Board and Chief Executive Officer of Terremark Holdings, Inc. since its founding in 1982. (4) Michael Katz serves as the President of TerreNAP Services, Inc. Prior to that, he served as the President of Terremark Real Estate Group, Inc. from April 28, 2000 to February 28, 2001 and he served as the President and Chief Operating Officer of Terremark Group, Inc., the predecessor to Terremark Real Estate Group. 3 (5) Brian K. Goodkind has served as our Executive Vice President since April 28, 2000 and as our Chief Operating Officer since June 25, 2000. Mr. Goodkind also served as our General Counsel from April 28, 2000 through June 25, 2000. Prior to that, he served as Vice Chairman, Executive Vice President and General Counsel to Terremark Holdings. (6) Irving A. Padron, Jr. has served as our Senior Vice President and Chief Financial Officer since April 28, 2000. Prior to that, he served as Senior Vice President and Chief Financial Officer of Terremark Holdings. (7) Edward P. Jacobson serves as the President of Terremark Construction Services, Inc. and Terremark Technology Contractors, Inc. He served in the same capacity prior to the merger between Terremark Holdings and AmTec. (8) William J. Biondi has served as the President of Terremark Management Services, Inc., Terremark Realty, Inc. and Terremark Financial Services, Inc. since April 28, 2000. He served in the same capacity prior to the merger between Terremark Holdings and AmTec. (9) Clifford J. Preminger serves as a director on our board of directors. He is also that President of T-Rex Developers.