SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Ayala Corp · SC 13D/A · eTelecare Global Solutions, Inc. · On 11/29/07

Filed On 11/29/07, 11:28am ET   ·   Accession Number 950103-7-2896   ·   SEC File 5-82854

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
 
  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

11/29/07  Ayala Corp                        SC 13D/A               1:124K eTelecare Global Solutions, Inc.  Davis Polk &...LLP 01/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     68K 
                          Ownership                                              


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Rule 13d-2)
(Amendment No. 3)*
 

 
eTelecare Global Solutions, Inc.
(Name of Issuer)
 
Common Shares, PhP2.00 par value
(Title of Class of Securities)
 
(CUSIP Number)
 
Ayala Corporation
Solomon M. Hermosura
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Metro Manila, Philippines 1226
(632) 841-5324
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
(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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
 
*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).
 
 


 
 
C-1
 
 CUSIP No.

 
 
 
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
AYALA CORPORATION
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (See Instructions)
 
(a) o
(b) o
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS (See Instructions)
                  PF
(Internally-generated funds)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of the Philippines
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7.
SOLE VOTING POWER

6,392,550 Shares (including both common shares and American Depositary Shares ( “Shares”))
8.
SHARED VOTING POWER

Not Applicable
9. 
SOLE DISPOSITIVE POWER

Not Applicable
10.
SHARED DISPOSITIVE POWER

Not Applicable
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,392,550 Shares
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

Not Applicable
o 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.22%
 
14.
TYPE OF REPORTING PERSON (See Instructions)
HC
(Control Person)
 
 
 
C-2

 

 
General
 
This Amendment No. 3 amends and supplements the statement on Schedule 13D (the “Schedule 13D”), filed with the United States Securities and Exchange Commission (the “Commission”) on May 8, 2007, as amended and supplemented by Amendment No. 1, filed with the Commission on November 20, 2007 and Amendment No. 2 (the “Amendment No. 2”), filed with the Commission on November 27, 2007.  Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.  The purpose of this Amendment No. 3 is to report that since the filing of the Amendment No. 2, a material change occurred in the percentage of Shares (as previously defined) beneficially owned by the Reporting Person resulting from the purchases of an aggregate of 863,243 Shares from close of business (5:00 p.m., Manila time) on November 27, 2007 to close of business (5:00 p.m., Manila time) on November 29, 2007.
 
Item 1.  Security and Issuer
 
No change.
 
Item 2.  Identity and Background
 
The name of the person filing this statement is Ayala Corporation.
 
Ayala Corporation wholly owns Azalea International Venture Partners Ltd. (a British Virgin Islands “BVI” company), and Azalea International Venture Partners, Ltd. in turn wholly owns LiveIt Investments Limited, a BVI company, which, in turn, wholly owns Newbridge International Investment Ltd. (the “Buyer”), also a BVI company.
 
The principal office of Ayala Corporation is 34th Floor Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226.
 
The principal offices of Azalea International Venture Partners Ltd., LiveIt Investments Limited and Newbridge International Investment Ltd. are c/o 33rd Floor Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226.
 
The name, business address, present principal occupation or employment, principal business address and citizenship of each director and executive officer of Ayala Corporation, Newbridge International Investment Ltd., Azalea International Venture Partners Ltd. and LiveIt Investments Limited are set forth in the attached Schedule A.
 
Ayala Corporation is the holding company of the Ayala group with principal business interests in real estate and hotels, financial services and bancassurance, telecommunications, electronics, information technology and business process outsourcing services, utilities, automotives, international and other sectors.
 
Azalea International Venture Partners Ltd., LiveIt Investments Limited and Newbridge International Investment Ltd. are offshore investment vehicles utilized by Ayala Corporation for its various investments in the business process outsourcing sector.
 
During the last five years, none of Ayala Corporation, Azalea International Venture Partner Ltd., LiveIt Investments Limited and Newbridge International Investment Ltd., and to the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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
 
The aggregate price for the Shares purchased from close of business (5:00 p.m., Manila time) on November 27, 2007 to close of business (5:00 p.m., Manila time) on November 29, 2007 was US$8.8 million (exclusive of commissions and other fees and based on the Philippine Dealing System exchange rates as of close of business (5:00 p.m., Manila time) on each trade date).  The consideration was paid from Ayala Corporation’s own funds via the chain of ownership mentioned in Item 2 above.
 
For more details about the above-mentioned Share purchases, please see Item 5 of this Amendment No. 3 and Schedule B attached hereto.
 
 
C-3

 
 
Item 4.  Purpose of Transaction
 
No change.
 
Item 5.  Interest in Securities of the Issuer
 
(a)    Ayala Corporation, through the investment vehicles mentioned in Item 2 above, and for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 6,392,550 Shares, representing approximately 22.22% of the outstanding Shares of the Issuer as of the close of business (5:00 p.m., Manila time) on November 29, 2007.
 
Except as set forth in this Item 5(a), none of Buyer, and, to the best of its knowledge, any persons named in Schedule A hereto, owns beneficially any Shares, except for Alfredo I. Ayala, who, in his personal capacity, beneficially owns 428,750 options to acquire Shares.  These options were awarded to Mr. Ayala in 2004-2006 as part of his compensation for serving as the Issuer’s Chief Executive Officer.  Ayala Corporation affirmatively disclaims any beneficial ownership interest in the options to acquire Shares held by Mr. Ayala in his personal capacity.
 
(b)    Ayala Corporation, through the investment vehicles mentioned in Item 2 above, has sole power to vote and to dispose of the 6,392,550 Shares.
 
(c)    Information concerning transactions in Shares since close of business (5:00 p.m., Manila time) on November 27, 2007 to close of business (5:00 p.m., Manila time) on November 29, 2007 by Ayala Corporation, through the investment vehicles mentioned in Item 2 above, is set forth below and in the attached Schedule B.
 
As of the date of the filing of this Amendment No. 3, the percentage of the Shares beneficially owned by Ayala Corporation has increased to 22.22% as a result of the purchases of an aggregate of 863,243 Shares from close of business (5:00 p.m., Manila time) on November 27, 2007 to close of business (5:00 p.m., Manila time) on November 29, 2007.
 
(d)    Not applicable.
 
(e)    Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
No change.
 
Item 7.  Material to be Filed as Exhibits
 
Not applicable.
 
 
C-4

 

 
SIGNATURE
 
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.
 
 
 
Date
 
   
   
/s/ Solomon M. Hermosura
 
Signature
 
   
   
Solomon M. Hermosura
Managing Director
 
(Name/Title)
 
 
C-5


 
SCHEDULE A

 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
AYALA CORPORATION
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Ayala Corporation (“Reporting Person”) are set forth below.
 
Name
Employer &  Business Address
Occupation/Position
Citizenship
Jaime Augusto Zobel de Ayala II
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
 
Chairman and CEO; Director
Filipino
Fernando Zobel de Ayala
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
President and COO; Director
Filipino
Mercedita S. Nolledo
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Director and Corporate Secretary
Filipino
Delfin L. Lazaro
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Director
Filipino
Xavier P. Loinaz
c/o Bank of the Philippine Islands
19/F BPI Head Office
Ayala Avenue corner Paseo de Roxas, Makati City, Philippines 1226
Director
Filipino
Meneleo J. Carlos, Jr.
c/o Resins, Inc.
E. Rodriguez Ave.,
Bgy. Bagong Ilog, Pasig City, Philippines
Director
Filipino
Toshifumi Inami
c/o Mitsubishi Corporation
52/F PBCom Tower
VA Rufino St., Makati City, Philippines
Director
Japanese
Rufino Luis T. Manotok
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Senior Managing Director and Chief Finance Officer
Filipino
Ramon G. Opulencia
Ayala Corporation
33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director and Treasurer
Filipino
 
 
 
C-6

 

 
Renato O. Marzan
Ayala Corporation
33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director, General Counsel, Asst. Corporate Secretary and Compliance Officer
Filipino
John Philip S. Orbeta
Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director
Filipino

 
 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
AZALEA INTERNATIONAL VENTURE PARTNERS LTD.
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Azalea International Venture Partners Ltd. are set forth below.
 
Name
Employer & Business Address
Occupation/ Position
Citizenship
Delfin L. Lazaro
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Director
Filipino
Ricardo N. Jacinto
c/o Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director
Filipino
Gerardo C. Ablaza, Jr.
c/o Globe Telecom
5/F Globe Telecom Plaza Pioneer cor Madison Sts.
Mandaluyong City, Philippines
Senior Managing Director
Filipino
Rufino Luis T. Manotok
c/o Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Senior Managing Director and Chief Finance Officer
Filipino
Charles C. Cosgrove
c/o Ayala International
Raffles City Tower
#320-03 A Singapore
Managing Director
American
 
 
C-7

 

 
 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
LIVEIT INVESTMENTS LIMITED
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of LiveIt Investments Limited are set forth below.
 
Name
Employer & Business Address
Occupation/ Position
Citizenship
Alfredo I. Ayala
Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director
Filipino
Renato O. Marzan
Ayala Corporation
33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director
Filipino

 

 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
NEWBRIDGE INTERNATIONAL INVESTMENT LTD.
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Newbridge International Investment Ltd (“Buyer”) are set forth below.
 
Name
Employer & Business Address
Occupation/ Position
Citizenship
Alfredo I. Ayala
Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director
Filipino
Renato O. Marzan
Ayala Corporation
33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Managing Director
Filipino

 

C-8

 
 
SCHEDULE B
 
 
TRANSACTIONS IN SHARES OF THE ISSUER SINCE NOVEMBER 27, 2007
 
BY AYALA CORPORATION
 
All of the purchases of Shares set forth below were made by Ayala Corporation (“Reporting Person”) through Newbridge International Investment Ltd. (“Buyer”):
 
 
Date of Transaction
 
 
Number of Shares Purchased
 
 
Nature of Purchase
 
 
Approximate
Price Per Share
 
Aggregate
Purchase Price (excluding commissions & other costs)
                 
 
414,243
 
Indirect
 
US$10.00
 
US$4,142,306
                 
 
400,000
 
Indirect
 
US$10.31
 
US$4,124,640
                 
 
  49,000
 
Indirect
 
PhP425.001
 
PhP20,825,0002
   
 
           
                 
Total
 
863,243
           
 
Prices have been rounded off to two decimal places.
*
To close of business (5:00 p.m., Manila time).
1
Approximately US$9.94 based on Philippine Dealing System exchange rate on November 29, 2007 of PhP42.75:US$1.00 as of close of business (5:00 p.m., Manila time).
2
Approximately US$487,135.00 based on Philippine Dealing System exchange rate on November 29, 2007 of PhP42.75:US$1.00 as of close of business (5:00 p.m., Manila time).
 
 
 
 
C-9

 









Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13D/A Filing   Date   Other Filings
5/8/07SC 13D
11/20/07SC 13D/A
11/27/07SC 13D/A
11/28/07
Filed On / Filed As Of11/29/07
 
TopList All Filings


Filing Submission 0000950103-07-002896   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2014 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri, 18 Apr 08:08:21.0 GMT