SC 13G 1 versatel13g.txt MLI VERTATEL 13G A/O 10/31/02 ------------------------------ OMB APPROVAL ------------------------------ OMB Number Expires: Estimated average burden hours per response .......14.9 ------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.) VERSATEL TELECOM INTERNATIONAL N.V. -------------------------------------------------------------------------------- (Name of Issuer) ORDINARY SHARES, PAR VALUE EURO 0.02 PER SHARE -------------------------------------------------------------------------------- (Title of Class of Securities) 925301301 -------------------------------------------------------------------------------- (CUSIP Number) October 17, 2002 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [_] Rule 13d-1(d) [ ] Rule 13d-2(c) ---------- (1) 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 the disclosures provided in a prior cover page. The information required in 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 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). CUSIP No. 925301301 SHCEDULE 13G ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Merrill Lynch & Co., Inc. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 47,064,658 ORDINARY SHARES _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 47,064,658 ORDINARY SHARES ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,064,658 ORDINARY SHARES ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.3% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* HC, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 925301301 SCHEDULE 13G ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Merrill Lynch INTERNATIONAL ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 47,064,658 ORDINARY SHARES _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 47,064,658 ORDINARY SHARES _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 47,064,658 ORDINARY SHARES _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 47,064,658 ORDINARY SHARES ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,064,658 ORDINARY SHARES ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.3% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* BD, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 925301301 SCHEDULE 13G ________________________________________________________________________________ Item 1(a). Name of Issuer: VERSATEL TELECOM INTERNATIONAL N.V. ________________________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: HULLENBERQWEG 101 1011 CL AMSTERDAM-ZUIDOOST THE NETHERLANDS ________________________________________________________________________________ Item 2(a). Name of Person Filing: MERRILL LYNCH & CO. INC. MERRILL LYNCH INTERNATIONAL ________________________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: MERRILL LYNCH & CO. INC. MERRILL LYNCH INTERNATIONAL FOUR WORLD FINANCIAL CENTER 2 KING EDWARD STREET NEW YORK, NEW YORY 10080 LNODON EC1A 1HQ ________________________________________________________________________________ Item 2(c). Citizenship: SEE ITEM 4 OF COVER PAGES ________________________________________________________________________________ Item 2(d). Title of Class of Securities: ORDINARY SHARES, PAR VALUE EURO 0.02 PER SHARE ________________________________________________________________________________ Item 2(e). CUSIP Number: SEE COVER PAGE ________________________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: ML & Co. is a parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). MLI, a London-based broker-dealer in securities, is a member of the International Securities Markets Association and its activities are regulated by the U.K. Securities and Futures Authority Limited and the London Stock Exchange. MLI is eligible to file this statement of beneficial ownership on Schedule 13G pursuant to a November 24, 1993 no-action letter from the Securities and Exchange's Commission's Division of Corporation Finance (1993 SEC No-Act. LEXIS 1121 (November 24, 1993)). CUSIP No. 925301301 SCHEDULE 13G Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: SEE ITEM 9 OF COVER PAGES (b) Percent of class: SEE ITEM 11 OF COVER PAGES (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: SEE ITEM 5 OF COVER PAGES (ii) Shared power to vote or to direct the vote: SEE ITEM 6 OF COVER PAGES (iii) Sole power to dispose or to direct the disposition of: SEE ITEM 7 OF COVER PAGES (iv) Shared power to dispose or to direct the disposition of SEE ITEM 8 OF COVER PAGES _____________________________________________________________________________ Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ] ________________________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. ML & Co. is a parent holding company. MLI is an indirect wholly owned subsidiary of ML & Co. MLI, a reporting person on this Schedule 13G, has an interest that relates to more than 5% of the class of securities reported herein. ________________________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. ML & Co. is a parent holding company. MLI is a London-based broker-dealer in securities which provides its customers with general investment banking, advisory, dealing and corporate finance services, organized under the laws of England and Wales. MLI is an indirect wholly owned subsidiary of ML & Co. _______________________________________________________________________________ Item 8. Identification and Classification of Members of the Group. Although ML & Co. and MLI are affiliates and have determined to file jointly, the reporting persons are of the view that their affiliation does not cause them to be acting as a group with in the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 (the "1934 Act"). ________________________________________________________________________________ CUSIP No. 925301301 SCHEDULE 13G Item 9. Notice of Dissolution of Group. NOT APPLICABLE ________________________________________________________________________________ Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, the undersigned certifies that the information set forth in this statement is true, complete and correct. November 11, 2002 Merrill Lynch & Co., Inc. /s/ ---------------------------------------- Name: Larwence M. Egan Title: Attorney-In-Fact* ---------------------------------------- * Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy of which is attached hereto as Exhibit A. November 11, 2002 Merrill Lynch International /s/ J. David Montague ----------------------------------------- Name: J. David Montague Title: Director** ** Evidence of authority to sign on behalf of MLI is set forth in a Certificate of Incumbency dated [November 6, 2002] and included as Exhibit B to this Schedule 13G. Exhibit A to Schedule 13G Power of Attorney The undersigned, Merrill Lynch & Co., Inc. (the Corporation), a Corporation duly organized under the laws of Delaware, with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York 10281 does hereby make, constitute and appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual from time to time elected or appointed as secretary or an assistant secretary of the Corporation, acting severally, each of whose address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey Street, New York, New York 10281, as its true and lawful attorneys-in-fact, for it and in its name, place and stead (i) to execute on behalf of the Corporation and cause to be filed and/or delivered, as required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies, or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the Act, as may be required thereto) to be filed and/or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of the Corporation and cause to be filed and /or delivered, any number, as appropriate, of original, copies or electronic filings of any forms (including without limitation), Securities and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to Section 16 (a) of the Act and the regulations thereunder, and (iii) generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 17th day of November 1995. MERRILL LYNCH & CO., INC. By: /s/ David H. Komansky Name: David H. Komansky Title: President and Chief Operating Officer Exhibit B to Schedule 13G CERTIFICATE OF INCUMBENCY I, Debra A. Searle, Company Secretary of MERRILL LYNCH INTERNATIONAL a company organised and existing under the laws of England and Wales with its registered office at Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ, England do hereby confirm that J. David Montague is a duly appointed Director of the Company and, as such, is authorised to sign on behalf of the Company. I further confirm that the signature which appears below is the true specimen signature of J. David Montague. /s/ J. David Montague Name: J. David Montague /s/ Debra A. Searle Debra A. Searle Company Secretary Dated [6 November 2002] 8 of 8