SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(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. 3)*
PCCW Limited
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
70454G207
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(CUSIP Number)
December 31, 2003
-----------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
*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 (the "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).
Page 1 of 6 Pages
CUSIP No. 70454G207 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSON: INTEL CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE 94-1672743
PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
5. SOLE VOTING POWER: -0-
NUMBER OF
SHARES 6. SHARED VOTING POWER: 280,065,772**
BENEFICIALLY
OWNED BY THE 7. SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 280,065,772**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE 280,065,772**
REPORTING PERSON:
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 5.22%
ROW 9:
12. TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4 below.
CUSIP No. 70454G207 13G Page 3 of 6 Pages
This Amendment No. 3 to Intel Corporation's Schedule 13G is
being made to report additional details of the transactions
entered into among Intel Capital Corporation, Intel Pacific,
Inc. and Pacific Century Regional Developments Limited on
January 14, 2002.
ITEM 4. Ownership.
Item 4 is amended as follows:
(a) Amount beneficially owned: 280,065,772
(b) Percent of Class: 5.22%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote:
280,065,772
(iii) Sole power to dispose or to direct the
disposition of: -0-
(iv) Shared power to dispose or to direct the
disposition of: 280,065,772
Intel Corporation ("Intel") does not directly own any
shares of the Issuer. By reason of the provisions of
Rule 13d-3 under the Securities Exchange Act as
amended, Intel may be deemed to own beneficially the
shares of the Issuer owned beneficially by Intel
Pacific, Inc. ("Intel Pacific") and Intel Capital
Corporation ("Intel Capital"), each a wholly-owned
subsidiary of Intel. Intel Capital may be deemed to
share beneficial ownership of 280,065,772 shares of
the Issuer with Pacific Century Regional Developments
Limited ("PCRD"), 62,397,600 shares of which Intel
Capital has the right to acquire pursuant to 3%
secured redeemable exchangeable bonds due 2006 to 2007
issued to Intel Capital by PCRD ("exchangeable
bonds"). 176,065,773 of such 280,065,772 shares are
pledged by PCRD to Intel Pacific, acting as security
trustee, to secure obligations of PCRD to Intel
Capital, and Intel Pacific may be deemed to share
beneficial ownership of the pledged shares with PCRD
and Intel Capital.
Since the date of Intel's last filing on Schedule 13G,
Intel Pacific has sold 103,336,000 shares of the
Issuer, and has received as security trustee an
additional 90,443,959 shares of the Issuer in which
Intel Capital and/or Intel Pacific may be deemed to
share beneficial ownership with PCRD.
CUSIP No. 70454G207 13G Page 4 of 6 Pages
On June 11, 2003, Intel Capital granted in favor of
PCRD a waiver of certain potential breaches of the
covenants, terms and conditions of the exchangeable
bonds, which breaches could have occurred (and
triggered an event of default) as a result of PCRD's
deconsolidation of the Issuer as a subsidiary (made
effective January 1, 2003). In connection with the
waiver, Intel Capital and PCRD amended several terms
in the prior exchangeable bonds documentation,
including, but not limited to, providing that an event
of default would be triggered by (i) PCRD and Richard
Li Tzar Kai failing to otherwise maintain, in the
aggregate, a minimum shareholding percentage in the
Issuer, and (ii) PCRD and Richard Li Tzar Kai
breaching restrictions on jointly disposing of shares
in the Issuer.
On November 24, 2003, Intel Capital and PCRD agreed to
amend and vary several terms of the exchangeable
bonds. The amendments became effective on December 23,
2003 and are summarized below.
1. The prior exchange price (the US Dollar
equivalent of HK$12.35 per Issuer share) was
reduced and reset to the current exchange price
(the US Dollar equivalent of HK$8.50 per Issuer
share). The prior exchange price reflects several
adjustments made in 2003 including an initial
adjustment to reflect the 5 for 1 share
consolidation made effective January 7, 2003 and
a subsequent adjustment pursuant to certain
adjustment provisions triggered by the issuance
of new shares by the Issuer in a private
placement in July 2003.
2. The current exchange price would be further
adjusted on the business day falling 180 days
prior to December 7, 2005 (Reset Date) to the
lower of the US Dollar equivalent of HK$8.50 or
an amount per share of the Issuer calculated as
the US Dollar equivalent of 110% of the average
of the closing quotations of one share of the
Issuer, for the 60 trading days prior to the
Reset Date.
3. One of the events of default under the terms of
the exchangeable bonds was further amended so
that it would be triggered by the disposal by
PCRD of more than 5% in aggregate of the Issuer's
issued share capital at any time after June 11,
2003. Previously, such event of default was
triggered by the disposal of PCRD and Richard Li
Tzar Kai together of more than 5% in aggregate of
the Issuer's issued share capital at any time
after June 11, 2003.
CUSIP No. 70454G207 13G Page 5 of 6 Pages
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person.
Item 6 is amended as follows:
Intel does not directly own any shares of the Issuer.
By reason of the provisions of Rule 13d-3 under the
Securities Exchange Act as amended, Intel may be
deemed to own beneficially the shares of the Issuer
owned beneficially by Intel Pacific and Intel Capital,
each a wholly-owned subsidiary of Intel. Intel
Capital may be deemed to share beneficial ownership of
280,065,772 shares of the Issuer with PCRD,
representing 5.22% of the 5,368,754,074 shares of the
Issuer outstanding as of July 25, 2003. Pursuant to
the exchangeable bonds, Intel Capital has the right to
acquire 62,397,600 of those 280,065,772 shares.
176,065,773 of those 280,065,772 shares, representing
3.28% of the Issuer's outstanding shares, are pledged
to Intel Pacific, acting as security trustee, to
secure obligations of PCRD to Intel Capital. For
additional information, see the full text of the Deed
Poll constituting the exchangeable bonds, attached as
Exhibit 12 to Amendment No. 3 to Schedule 13D filed
with the Securities and Exchange Commission ("SEC") on
January 15, 2002, by Richard Li Tzar Kai and others
and the full text of the Second Supplemental Deed
Poll, attached as Exhibit 18 to Amendment No. 4 to
Schedule 13D filed with the SEC on August 27, 2003 by
Richard Li Tzar Kai and others.
To the best knowledge of the Reporting Person, no
person other than Intel Pacific and Intel Capital has
the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the
sale of, the shares reported in this Schedule 13G/A-3,
except that pursuant to the Securities Lending
Agreement (the "Securities Lending Agreement"), dated
January 14, 2002 between PCRD and Intel Capital, and
the Share Charge Agreement (the "Share Charge
Agreement"), dated January 14, 2002 between PCRD and
Intel Pacific, (i) PCRD only has the right to receive
or the power to direct the receipt of dividends from
shares lent to Intel Capital that are not in Intel
Capital's possession to the extent that Intel Capital
receives such dividends and (ii) PCRD does not have
the right to receive or the power to direct the
receipt of proceeds from the sale of shares lent to
Intel Capital or pledged to Intel Pacific until such
shares have been returned to PCRD. For additional
information, see the full text of the Securities
Lending Agreement and the Share Charge Agreement,
attached as Exhibits 13 and 15, respectively, to
Amendment No. 3 to Schedule 13D filed with the SEC on
January 15, 2002, by Richard Li Tzar Kai and others
and the full text of the Second Supplemental Deed
Poll, attached as Exhibit 18 to Amendment No. 4 to
Schedule 13D filed with the SEC on August 27, 2003 by
Richard Li Tzar Kai and others.
CUSIP No. 70454G207 13G Page 6 of 6 Pages
ITEM 10. Certifications.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
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, I certify that the information set forth in this statement
is true, complete and correct.
Dated as of February 12, 2004
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
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F. Thomas Dunlap, Jr.
Senior Vice President, and
General Counsel