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OMB APPROVAL
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OMB NUMBER: 3235-0145
Expires: October 31, 2002
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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON SEPTEMBER 24, 2002
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
VERTICALNET, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
92532L 20 6
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(CUSIP Number)
SEPTEMBER 12, 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:
[_] Rule 13d-1(b)
[X] Rule 13d-(c)
[_] Rule 13d-1(d)
CUSIP No. 92532L 20 6 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSONS
British Telecommunications plc
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-3235162
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,000,000
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0-
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,000,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
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12. TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 92532L 20 6 13G Page 3 of 7 Pages
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1. NAME OF REPORTING PERSONS
Ballinrobe Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,000,000
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0-
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,000,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
ITEM 1(A). NAME OF ISSUER:
Verticalnet, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
300 Chester Field Parkway
Malvern, Pennsylvania 19355
ITEM 2(A), (B) AND (C). NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE; AND CITIZENSHIP:
This statement is being filed by (i) British
Telecommunications plc, a company organized under the laws of the United Kingdom
and (ii) Ballinrobe Limited, a company organized under the laws of the Isle of
Man. British Telecommunications plc and Ballinrobe Limited are hereinafter
collectively referred to as the "Reporting Persons."
British Telecommunications plc. British
Telecommunications plc's principal business is telecommunications. British
Telecommunications plc is a wholly owned subsidiary of BT Group Investments
Limited. BT Group Investments Limited is a wholly owned subsidiary of BT Group
plc. The address of British Telecommunications plc's principal business and
office is BT Centre - 81 Newgate Street, London England EC1A 7AJ.
Ballinrobe Limited. Ballinrobe Limited's principal
business is investment. The address of Ballinrobe Limited's principal business
and office is 2nd Floor, 10-12 Prospect Hill, Douglas, Isle of Man IM11ES. As of
September 12, 2002, 100% of the voting shares of Ballinrobe Limited were owned
by BT (International) Holdings Limited. BT (International) Holdings Limited is a
wholly owned subsidiary of BT Holdings Limited. BT Holdings Limited is a wholly
owned subsidiary of British Telecommunications plc. British Telecommunications
plc is a wholly owned subsidiary of BT Group Investments Limited. BT Group
Investments Limited is a wholly owned subsidiary of BT Group plc.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
ITEM 2(E). CUSIP NUMBER:
92532L 20 6
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:
(a) |_| Broker or Dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(l)(ii)(J).
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ITEM 4. OWNERSHIP
At the close of business on September 12, 2002, Ballinrobe
Limited beneficially owned 1,000,000 shares of Common Stock of Verticalnet, Inc.
representing approximately 7.9% of the outstanding shares of Common Stock.
Ballinrobe Limited is a wholly owned subsidiary of BT (International) Holdings
Limited. BT (International) Holdings Limited is a wholly owned subsidiary of BT
Holdings Limited. BT Holdings Limited is a wholly owned subsidiary of British
Telecommunications plc. British Telecommunications plc is a wholly owned
subsidiary of BT Group Investments Limited. BT Group Investments Limited is a
wholly owned subsidiary of BT Group plc. Accordingly, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, British
Telecommunications plc may be deemed to beneficially own and to share the power
to vote and dispose of the shares of Common Stock owned by Ballinrobe Limited.
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.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP
Not Applicable.
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.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
BRITISH TELECOMMUNICATIONS PLC
By: /s/ Alan G. Scott
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Name: Alan G. Scott
Title: Authorized Signatory
Date: September 24, 2002
BALLINROBE LIMITED
By: /s/ Gary Crease
-------------------------------
Name: Gary Crease
Title: Authorized Representative
Date: September 24, 2002
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JOINT FILING AGREEMENT
September 24, 2002
Each of the undersigned (the "Filing Persons") hereby agree to
file a joint statement on Schedule 13G under the Securities Exchange Act of
1934, as amended (the "Act"), in connection with their beneficial ownership of
Common Stock of Verticalnet, Inc.
The Filing Persons state that they are each entitled to
individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act.
The Filing Persons are each responsible for the timely filing
of the statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein but are
not responsible for the completeness or accuracy of the information concerning
the others.
BRITISH TELECOMMUNICATIONS PLC
By: /s/ Alan G. Scott
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Name: Alan G. Scott
Title: Authorized Signatory
Date: September 24, 2002
BALLINROBE LIMITED
By: /s/ Gary Crease
-------------------------------
Name: Gary Crease
Title: Authorized Representative
Date: September 24, 2002
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