SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE OF 1934
(AMENDMENT NO. 3)*
EQUANT N.V.
----------------
(NAME OF ISSUER)
ORDINARY SHARES
------------------------------
(TITLE OF CLASS OF SECURITIES)
29440910
--------------
(CUSIP NUMBER)
FRANCE TELECOM S.A.
PIERRE HILAIRE
DIRECTOR OF FINANCIAL INFORMATION
6, PLACE D'ALLERAY
75505 PARIS CEDEX 15, FRANCE
(011-33-1) 44-44-22-22
-----------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 28, 2004
-------------------------------------------------------
(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 ss.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).
SCHEDULE 13D
----------------------- --------------------------
CUSIP NO. 29440910 PAGE 2 OF 15 PAGES
----------------------- --------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FRANCE TELECOM S.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO, PF, AF, WC AND/OR BK
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
-0-
NUMBER OF ---------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY EACH 158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
REPORTING THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
PERSON WITH 10,000,000 NEWLY ISSUED ORDINARY SHARES)
---------------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
---------------------------------------------------------
SHARED DISPOSITIVE POWER
10
158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (AFTER CONVERSION OF THE 10,000,000 CONVERTIBLE PREFERENCE SHARES
INTO 10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (SOCIETE ANONYME)
--------------------------------------------------------------------------------
Page 2 of 15 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ATLAS SERVICES BELGIUM S.A. (f/k/a ATLAS TELECOMMUNICATIONS S.A.)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO, PF, AF, WC AND/OR BK
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
-0-
NUMBER OF ---------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY EACH 158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
REPORTING THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
PERSON WITH 10,000,000 NEWLY ISSUED ORDINARY SHARES)
---------------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
---------------------------------------------------------
SHARED DISPOSITIVE POWER
10
158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (AFTER CONVERSION OF THE 10,000,000 CONVERTIBLE PREFERENCE SHARES
INTO 10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (SOCIETE ANONYME)
--------------------------------------------------------------------------------
Page 3 of 15 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
COGECOM S.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO, PF, AF, WC AND/OR BK
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
-0-
NUMBER OF ---------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY EACH 158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
REPORTING THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
PERSON WITH 10,000,000 NEWLY ISSUED ORDINARY SHARES)
---------------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
---------------------------------------------------------
SHARED DISPOSITIVE POWER
10
158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,567,348 ORDINARY SHARES (AFTER CONVERSION OF
THE 10,000,000 CONVERTIBLE PREFERENCE SHARES INTO
10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (AFTER CONVERSION OF THE 10,000,000 CONVERTIBLE PREFERENCE SHARES
INTO 10,000,000 NEWLY ISSUED ORDINARY SHARES)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (SOCIETE ANONYME)
--------------------------------------------------------------------------------
Page 4 of 15 Pages
ITEM 1. SECURITY AND ISSUER.
--------------------
This Amendment No. 3 ("Amendment No. 3") amends and supplements the
Schedule 13D ("Schedule 13D") of France Telecom, a societe anonyme organized
under the laws of the Republic of France ("France Telecom"), and Atlas Services
Belgium (formerly known as Atlas Telecommunications), a societe anonyme
organized under the laws of Belgium and an indirect substantially wholly owned
subsidiary of France Telecom ("Atlas"), filed with the U.S. Securities and
Exchange Commission (the "SEC") on November 29, 2001, as amended by Amendment
No. 1 to the Schedule 13D, filed with the SEC on February 8, 2001, and as
further amended by Amendment No. 2 to the Schedule 13D, filed with the SEC on
July 2, 2001, with respect to the ordinary shares, nominal value (euro)0.01 per
share ("Equant Shares"), and the convertible preference shares, nominal value
(euro)0.01 per share ("Equant Preferred Shares"), of Equant N.V., a corporation
(naamloze vennootschap) organized under the laws of The Netherlands ("Equant")
beneficially owned by France Telecom and Atlas. Equant's principal offices are
located at Heathrowstraat 10, 1043 CH Amsterdam, The Netherlands.
Pursuant to Rule 13d-2(e) under the U.S. Securities Exchange Act of
1934, as amended (the "Securities Exchange Act"), this Amendment No. 3 sets
forth the entire text of the Schedule 13D by incorporating by reference Exhibits
10, 11 and 12 hereto (without setting forth previously filed exhibits).
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
Item 2 of the Schedule 13D is amended and supplemented as follows:
(a), (b), (c) and (f). This Amendment No. 3 adds a new reporting person
to the Schedule 13D. This Amendment No. 3 is being filed by (i) France Telecom,
(ii) Atlas and (iii) Cogecom, a societe anonyme organized under the laws of the
Republic of France and a direct substantially wholly owned subsidiary of France
Telecom ("Cogecom"). France Telecom, Atlas and Cogecom are sometimes referred to
herein as the "Reporting Persons". Pursuant to Rule 13d-1(k) under the
Securities Exchange Act, the Reporting Persons have agreed to file one statement
with respect to their beneficial ownership of the Equant Shares and Equant
Preferred Shares.
Schedules I and II to the Schedule 13D have been amended to reflect
changes in the composition of the respective management structures and board of
directors of France Telecom and Atlas.
The principal business activities of Atlas relate to the holding and
financing of interests in certain subsidiaries of France Telecom. The address of
Atlas' principal offices (where Atlas carries out its principal business) is
149, rue du Colonel Bourg, 1140 Brussels, Belgium. The name, citizenship,
business address and present principal occupation or employment of each of the
directors of Atlas are set forth in Schedule II to this Amendment No. 3.
The principal business activities of Cogecom relate to the holding and
financing of interests in certain subsidiaries of France Telecom, including
Atlas. The address of Cogecom's principal offices (where Cogecom carries out its
principal business) is 6, place
Page 5 of 15 Pages
d'Alleray, 75505 Paris Cedex 15, France. The name, citizenship, business address
and present principal occupation or employment of each of the directors and
executive officers of Cogecom are set forth in Schedule III to this Amendment
No. 3.
(d), (e). During the last five years, none of the Reporting Persons,
or, to the knowledge of each of the Reporting Persons, none of the persons
identified in Schedules I through III, as applicable, of such Reporting Person
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or 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.
Item 3 of the Schedule 13D is hereby amended and supplemented to
include the following as its two last paragraphs:
The outstanding contingent value rights were redeemed by France Telecom
on July 8, 2004 for (euro)2,015 million in cash.
Each Reporting Person expects that any transaction it may undertake
with respect to Equant in furtherance of the purposes described in Item 4 below
would be financed through one or more of the sources of funds identified on its
respective cover page to this Amendment No. 3.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended as provided below.
The introductory section on Item 4 is amended and supplemented by
adding the following two paragraphs immediately after the paragraph referring to
the purpose of the merger of Global One and Equant on June 29, 2001 for France
Telecom and Atlas:
On October 28, 2004, asked during an analysts' conference call whether
France Telecom has "any further thoughts on what to do with Equant and when to
do it", Michel Combes, Chief Financial Officer of France Telecom, stated that
"[t]he priority of Equant at that stage is really to manage the transformation
from a transmission-type company to a service-type company. This transformation
is under way", that "[f]or the rest which you are referring to, there is no
decision at that stage whatsoever" and that "all the scenaria are open."
Accordingly, the Reporting Persons expect to evaluate on an ongoing
basis the business, performance, financial condition and prospects of Equant and
the Reporting Persons, the market for Equant Shares or other securities and
other opportunities available to the Reporting Persons, industry and general
economic conditions, financial and stock market conditions and other future
developments, with a view to taking strategic or other steps when and as
appropriate. Each of the Reporting Persons reserves the right, at any time and
from time to time, to develop intentions, plans or proposals with respect to
Equant or its business
Page 6 of 15 Pages
or change such intentions, plans or proposals, take any action in any
manner permitted by law as it deems appropriate (including, without limitation,
any and all action contemplated in Item 4 (a) through (j) of the form of
Schedule 13D (Rule 13d-101) under the Securities and Exchange Act), as well as
not to pursue any such intentions, plans or proposals and not to take any such
action. Each Reporting Person may consult from time to time with Equant and its
management on such matters.
Paragraphs (a) through (j) of Item 4 (the respective caption of each of
which is hereby amended and restated to read as in the parenthetical next to the
reference to such paragraph contained in the immediately following sentence) are
hereby amended as follows. Each of paragraphs (a)(Acquisition or Disposal of
Equant Securities), (b)(Contribution of Global One to Equant; Extraordinary
Transactions), (c)(Sale or Transfer of Material Assets of Equant), (d)(Changes
in the Management of Equant), (e)(Material Changes in the Present Capitalization
or Dividend Policy of Equant), (f)(Material Changes in Equant Business or
Corporate Structure), (g)(Changes in Equant Articles of Association),
(h)(Delisting of Equant Shares), (i)(Deregistration of Equant Shares) and
(j)(Other Similar Actions) is hereby amended and supplemented to add at the end
thereof the phrase "Reference is made to the second and third introductory
paragraphs to Item 4." and, in the case of Item 4(g) only, to further add the
following before the beginning of such phrase: "Equant's Articles of Association
were amended on June 29, 2001 to reflect the issuance of Equant Preferred Shares
described in Item 3 and the changes in the management of Equant described in
Item 4(d)." In addition, the first paragraph of Item 4(a) is amended and
restated in its entirety to read "Certain relevant contractual arrangements are
described below.", Items 4(b), (e) and (g) are amended to replace references to
specific paragraphs of Item 3 by references to Item 3 and the previously
existing text of Items 4(h), (i) and (j) is hereby deleted.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and
restated in their entirety to read as follows:
(a) As of October 28, 2004, assuming the conversion of the 10,000,000
Equant Preferred Shares into 10,000,000 newly issued Equant Shares
as described in Item 3, the Reporting Persons beneficially owned
158,567,348 Equant Shares representing 54.2% all of the issued and
outstanding Equant Shares.
(b) As of October 28, 2004, the Reporting Persons owned the sole power
to vote and dispose of 148,567,348 Equant Shares and 10,000,000
Equant Preferred Shares, as described in Item 3. Equant Preferred
Shares carry one vote per share and vote together with the Equant
Shares as a single class.
(c) To the knowledge of each of the Reporting Persons, none of the
persons listed in Schedules I, II, or III hereto, as applicable,
own any material amount of Equant Shares or have, during the past
60 days, effected any material transactions in Equant Shares.
Page 7 of 15 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
Reference is made to Items 3, 4(a) and 4(e).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented by adding
the following at the end thereof:
Exhibit No. Description
----------- -----------
(10) Schedule 13D of France Telecom S.A. and Atlas Services
Belgium S.A. (formerly known as Atlas Telecommunications
S.A.) ("Schedule 13D") with respect to the ordinary shares
and convertible preference shares of Equant N.V. filed on
November 29, 2000
(11) Amendment No. 1 to the Schedule 13D filed on February 8,
2001
(12) Amendment No. 2 to the Schedule 13D filed on July 2, 2001
(13) Joint Filing Agreement and Power of Attorney of France
Telecom S.A., Atlas Services Belgium S.A. and Cogecom S.A.
pursuant to Rule 13d-1(k)
Page 8 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 29, 2004
France Telecom S.A.
By: /S/ PIERRE HILAIRE
-----------------------------------------
Name: Pierre Hilaire
Title: Director of Financial Information
Atlas Services Belgium S.A.
By: /S/ PIERRE HILAIRE
-----------------------------------------
Name: Pierre Hilaire
Title: Attorney-in-fact
Cogecom S.A.
By: /S/ PIERRE HILAIRE
-----------------------------------------
Name: Pierre Hilaire
Title: Chairman and Chief Executive
Officer
Page 9 of 15 Pages
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(10) Schedule 13D of France Telecom S.A. and Atlas Services
Belgium S.A. (formerly known as Atlas Telecommunications
S.A.) ("Schedule 13D") with respect to the ordinary shares
and convertible preference shares of Equant N.V. filed on
November 29, 2000
(11) Amendment No. 1 to the Schedule 13D filed on February 8,
2001
(12) Amendment No. 2 to the Schedule 13D filed on July 2, 2001
(13) Joint Filing Agreement and Power of Attorney of France
Telecom S.A., Atlas Services Belgium S.A. and Cogecom S.A.
pursuant to Rule 13d-1(k)
Page 10 of 15 Pages
SCHEDULE I
The following are the directors and executive officers of FRANCE
TELECOM S.A. as of October 28, 2004 and, their principal occupation or
employment. The business address of all such persons for purposes of this
Schedule 13D is FRANCE TELECOM S.A., 6, place d'Alleray, 75505 Paris Cedex 15,
France. Each of such directors and executive officers is a citizen of France,
except for Sanjiv Ahuja who is a citizen of the United States.
DIRECTORS
---------
NAME PRINCIPAL OCCUPATION
---- --------------------
MEMBERS ELECTED BY THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
Thierry Breton.......................................... Chairman and Chief Executive Officer
Bernard Dufau........................................... Strategy Consultant
Arnaud Lagardere........................................ Chairman of Lagardere SCA
Henri Martre............................................ Honorary Chairman of Aerospatiale
Stephane Richard........................................ Chief Operating Officer of Veolia Environnement
Marcel Roulet........................................... Honorary Chairman of France Telecom
Jean Simonin............................................ Former Managing Director, France Telecom Residential
Branch, Toulouse
MEMBERS APPOINTED BY DECREE OF THE FRENCH STATE
Pierre-Mathieu Duhamel.................................. Budget Director, French Ministry of the Economy,
Finance and Industry
Jean-Pierre Jouyet...................................... Ambassador in charge of the international economic
questions
Jacques de Larosiere.................................... Advisor to BNP Paribas
Denis Samuel Lajeunesse................................. General Director of the French State Participation
Agency
Henri Serres............................................ Managing Director of Information Systems Security,
General Secretariat for National Defense
Page 11 of 15 Pages
EXECUTIVE OFFICERS
------------------
NAME POSITION
---- --------
Thierry Breton.......................................... Chairman and Chief Executive Officer; Chairman of
Orange, Personal Communication Services
Jacques Champeaux....................................... Senior Vice President, assisting Thierry Breton for
Regulatory Affairs
Stephane Pallez......................................... Senior Vice President for Financial Rebalancing and
Value Creation
Didier Lombard.......................................... Senior Executive Vice President, Technologies,
Strategic Partnerships and New Usages (FT 2005)
Olivier Barberot........................................ Senior Executive Vice President, Development and
Optimization of Human Competencies (FT 2005); Senior
Executive Vice President, Management Networks and
Internal Communications
Didier Quillot.......................................... Senior Vice President, Marketing and Branding
Coordination (FT 2005), in charge of Orange France
Barbara Dalibard........................................ Executive Vice President, Enterprise Communication
Services
Olivier Sichel.......................................... Executive Vice President, Home Communication Services
Sanjiv Ahuja............................................ Chairman of Orange, Personal Communication Services
Michel Davancens........................................ Executive Vice President, Sales and Services France
under the responsibility of Michel Combes
Jean-Paul Cottet........................................ Executive Vice President, International; Executive
Vice President, TOP Program
Jean-Philippe Vanot..................................... Senior Vice President, Networks, Carriers and IT
Pascal Viginier......................................... Senior Vice President, Technology and Innovation
Page 12 of 15 Pages
Louis-Pierre Wenes...................................... Senior Vice President, Sourcing
Patricia Langrand....................................... Senior Vice President, Content Aggregation
Michel Combes........................................... Senior Vice President, Finance, Chief Financial
Officer
Bernard Bresson......................................... Senior Vice President, Human Resources
Jean-Yves Larrouturou................................... Senior Vice President, General Secretary
Marc Meyer.............................................. Senior Vice President, External Communications
Page 13 of 15 Pages
SCHEDULE II
The following are the directors and executive officers of ATLAS
SERVICES BELGIUM S.A. as of October 28, 2004 and, their principal occupation or
employment. The business address of all such persons for purposes of this
Schedule 13D is ATLAS SERVICES BELGIUM S.A., 149, rue du Colonel Bourg, 1140
Brussels, Belgium. Johan van den Cruijce and Olivier Ysewijn are citizens of
Belgium. Patrice Couturier, Bernard Izerable and Bernard Ghillebaert are
citizens of France.
DIRECTORS
---------
NAME PRINCIPAL OCCUPATION
---- --------------------
Patrice Couturier....................................... Controlling Officer Responsible for Subsidiaries,
France Telecom
Bernard Izerable........................................ Director of Mergers and Acquisitions of France
Telecom
Bernard Ghillebaert..................................... Chief Executive Officer of Orange U.K.
Johan van den Cruijce................................... Legal Counsel, Wirefree Services Belgium
Olivier Ysewijn......................................... Head of Corporate Finance, Mobistar
Page 14 of 15 Pages
SCHEDULE III
The following are the directors and executive officers of COGECOM S.A.
as of October 28, 2004 and, their principal occupation or employment. The
business address of all such persons for purposes of this Schedule 13D is
COGECOM S.A., 6, place d'Alleray, 75505 Paris Cedex 15, France. Each of such
directors and executive officers is a citizen of France.
DIRECTORS
---------
NAME PRINCIPAL OCCUPATION
---- --------------------
Pierre Hilaire.......................................... Director of Financial Information of France Telecom
Jacques Champeaux....................................... Senior Vice President, assisting Thierry Breton for
Regulatory Affairs, of France Telecom
Michel Poirier.......................................... Director of Financing and Treasury Operations of
France Telecom
Alain Gauterie.......................................... Director of Accounting of France Telecom
Christophe Bresson...................................... Director of Tax of France Telecom
EXECUTIVE OFFICERS
------------------
NAME POSITION
---- --------
Pierre Hilaire.......................................... Chief Executive Officer
Michel Poirier.......................................... Delegated General Director
Jean-Philippe Roulet.................................... Delegated General Director
Page 15 of 15 Pages