FMR LLC – ‘SC 13G’ on 2/14/02 re: Electronic Retailing Systems International Inc

On:  Thursday, 2/14/02   ·   Accession #:  315066-2-1237   ·   File #:  5-45722

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      7±    30K 

Document Table of Contents

SCHEDULE 13G                                                                    

Amendment No. 0                                                                 
Electronic Retailing Systems International Incorporated                         
Common Stock                                                                    
Cusip #285825105                                                                

Cusip #285825105                                                                
Item 1: Reporting Person - FMR Corp.                                            
Item 4: Commonwealth of Massachusetts                                           
Item 5: 2,086,000                                                               
Item 6: 0                                                                       
Item 7: 2,086,000                                                               
Item 8: 0                                                                       
Item 9: 2,086,000                                                               
Item 11:        9.773%                                                          
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:        9.773%                                                          
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:        9.773%                                                          
Item 12:            IN                                                          

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     

Item 1(a).      Name of Issuer:                                                 

Electronic Retailing Systems                    
International Incorporated                                                      

Item 1(b).      Name of Issuer's Principal Executive Offices:                   

488 Main Avenue                                 
Norwalk, CT  06851                              

Item 2(a).      Name of Person Filing:                                          

FMR Corp.                                       

Item 2(b).      Address or Principal Business Office or, if None,               
Residence:                                                                      

82 Devonshire Street, Boston,                   
Massachusetts  02109                                                            

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(b) or 13d-2(b)           
and the person filing, FMR Corp., is a parent holding company                   
in accordance with Section 240.13d-1(b)(ii)(G).  (Note:  See                    
Item 7).                                                                        

Item 4. Ownership                                                               

(a)     Amount Beneficially Owned:      2,086,000               

(b)     Percent of Class:       9.773%                          

(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 Class.                           

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 Incorporated.  The interest of one person, FID                    
SPECIAL SITUATIONS FUND, an investment company                                  
registered under the Investment Company Act of 1940, in the                     
Common Stock of Electronic Retailing Systems International                      
Incorporated, amounted to 1,929,150 shares or 9.038% of the                     
total outstanding Common Stock at December 31, 2001.                            

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 acquired in the               
ordinary course of business and were not acquired for the                       
purpose of and do not have the effect of changing or                            
influencing the control of the issuer of such securities and                    
were not acquired in connection with or as a participant in any                 
transaction having such 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 FMR Corp.'s beneficial ownership of                      
the Common Stock of Electronic Retailing Systems                                
International Incorporated at December 31, 2001 is true,                        
complete and correct.                                                           

February 14, 2002                                                               
Date                                                                            

/s/Eric D. Roiter                                                               
Signature                                                                       

Eric D. Roiter                                                                  
Duly authorized under Power of Attorney                                         
dated December 30, 1997 by and on behalf                                        
of FMR Corp. and its direct and indirect                                        
subsidiaries                                                                    

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     

The ownership of one investment company, FID                    
SPECIAL SITUATIONS FUND, amounted to 1,929,150                                  
shares or 9.038% of the Common Stock outstanding. FID                           
SPECIAL SITUATIONS FUND has its principal business                              
office at 82 Devonshire Street, Boston, Massachusetts 02109.                    

Members of the Edward C. Johnson 3d family are the              
predominant owners of Class B shares of common stock of                         
FMR Corp., representing approximately 49% of the voting                         
power of FMR Corp.  Mr. Johnson 3d owns 12.0% and                               
Abigail Johnson owns 24.5% of the aggregate outstanding                         
voting stock of FMR Corp.  Mr. Johnson 3d is Chairman of                        
FMR Corp. and Abigail P. Johnson is a Director of FMR                           
Corp.  The Johnson family group and all other Class B                           
shareholders have entered into a shareholders' voting                           
agreement under which all Class B shares will be voted in                       
accordance with the majority vote of Class B shares.                            
Accordingly, through their ownership of voting common                           
stock and the execution of the shareholders' voting                             
agreement, members of the Johnson family may be deemed,                         
under the Investment Company Act of 1940, to form a                             
controlling group with respect to FMR Corp.                                     

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 (the                      
"International Funds") and certain institutional investors.                     
Fidelity International Limited is the beneficial owner of                       
2,086,000 shares or 9.773% of the Common Stock                                  
outstanding of the Company. The number of shares of                             
Common Stock of Electronic Retailing Systems International                      
Incorporated owned by the institutional account(s) at                           
December 31, 2001 included 2,086,000 shares of Common                           
Stock resulting from the assumed conversion of 2,086,000                        
shares of ELECTRONIC RETAILING SYS (UK) (1 shares                               
of Common Stock for each share of Convertible Preferred                         
Stock). Additional information with respect to the beneficial                   
ownership of Fidelity International Limited is shown on                         
Exhibit B.                                                                      

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     

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                     
9.773% of the Common Stock outstanding of Electronic                            
Retailing Systems International Incorporated.                                   

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.                        

FMR Corp. and FIL are of the view that they are not             
acting as a "group" for purposes of Section 13(d) under the                     
Securities Exchange Act of 1934 (the "1934" Act) and that                       
they are not otherwise required to attribute to each other the                  
"beneficial ownership" of securities "beneficially owned" by                    
the other corporation within the meaning of Rule 13d-3                          
promulgated under the 1934 Act.  Therefore, they are of the                     
view that the shares held by the other corporation need not be                  
aggregated for purposes of Section 13(d). However, FMR                          
Corp. is making this filing on a voluntary basis as if all of the               
shares are beneficially owned by FMR Corp. and FIL on a                         
joint basis.                                                                    

FIL may continue to have the International Funds or             
other accounts purchase shares subject to a number of factors,                  
including, among others, the availability of shares for sale at                 
what FIL considers to be reasonable prices and other                            
investment opportunities that may be available to the                           
International Funds.                                                            

FIL intends to review continuously the equity position          
of the International Funds and other accounts in the Company.                   
Depending upon its future evaluations of the business and                       
prospects of the Company and upon other developments,                           
including, but not limited to, general economic and business                    
conditions and money market and stock market conditions,                        
FIL may determine to cease making additional purchases of                       
shares or to increase or decrease the equity interest in the                    
Company by acquiring additional shares, or by disposing of all                  
or a portion of the shares.                                                     

FIL does not have a present plan or proposal which              
relates to or would result in (i) an extraordinary corporate                    
transaction, such as a merger, reorganization, liquidation, or                  
sale or transfer of a material amount of assets involving the                   
Company or any of its subsidiaries, (ii) any change in the                      
Company's present Board of Directors or management, (iii)                       
any material changes in the Company's present capitalization                    
or dividend policy or any other material change in the                          
Company's business or corporate structure, (iv) any change in                   
the Company's charter or by-laws, or (v) the Company's                          
common stock becoming eligible for termination of its                           
registration pursuant to Section 12(g)(4) of the 1934 Act.                      

FIL  has sole power to vote and the sole power to               
dispose of  2,086,000  shares.                                                  

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     
RULE 13d-1(f)(1)  AGREEMENT                                     

The undersigned persons, on February 14, 2002, agree            
and consent to the joint filing on their behalf of this Schedule                
13G in connection with their beneficial ownership of the                        
Common Stock of Electronic Retailing Systems International                      
Incorporated at December 31, 2001.                                              

FMR Corp.                                                       

By   /s/Eric D. Roiter                                          
Eric D. Roiter                                                  
Duly authorized under Power of Attorney                         
dated December 30, 1997, by and on behalf                       
of FMR Corp. and its direct and indirect                        
subsidiaries                                                    

Edward C. Johnson 3d                                            

By   /s/Eric D. Roiter                                          
Eric D. Roiter                                                  
Duly authorized under Power of Attorney                         
dated December 30, 1997, by and on behalf                       
of Edward C. Johnson 3d                                         

Abigail P. Johnson                                              

By   /s/Eric D. Roiter                                          
Eric D. Roiter                                                  
Duly authorized under Power of Attorney                         
dated December 30, 1997, by and on behalf                       
of Abigail P. Johnson                                           

FID SPECIAL SITUATIONS FUND                                     

By   /s/Eric D. Roiter                                          
Eric D. Roiter                                                  
Secretary                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		2/14/02		13F-HR,  13F-HR/A,  13F-NT,  SC 13G,  SC 13G/A
		12/31/01		13F-HR,  13F-HR/A,  13F-NT,  15-12G,  8-K,  SC 13D/A,  SC 13E3/A
		12/30/97
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