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. 5)*
Ryanair Holdings plc
--------------------
(Name of Issuer)
Ordinary Shares, par value 1.27 Euro cents
------------------------------------------
(Title of Class of Securities)
SEDOL No. 0038227
-----------------
(CUSIP Number)
December 31, 2004
-------------------------------------------------------
(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)
|_| Rule 13d-1(c)
|X| 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 ("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).
-------------------------
SEDOL No. 0038227
-------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Anthony Ryan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Irish
5 SOLE VOTING POWER
NUMBER OF 5,758,535
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
5,758,535
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,758,535
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-------------------------
SEDOL No. 0038227
-------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cathal M. Ryan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Irish
5 SOLE VOTING POWER
NUMBER OF 17,508,273
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
17,508,273
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,508,273
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-------------------------
SEDOL No. 0038227
-------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Declan F. Ryan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Irish
5 SOLE VOTING POWER
NUMBER OF 15,408,272
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
15,408,272
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,408,272
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
-------------------------
SEDOL No. 0038227
-------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shane T. Ryan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Irish
5 SOLE VOTING POWER
NUMBER OF 14,422,610
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
14,422,610
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,422,610
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Ryanair Holdings plc
Item 1(b). Address of Issuer's Principal Executive Offices:
Ryanair Holdings plc
care of Ryanair Limited
Corporate Head Office
Dublin Airport
County Dublin
Ireland
Item 2(a). Name of Person Filing:
This Amendment No. 5 amends the statement on Schedule 13G
filed by each of T. Anthony Ryan, Cathal M. Ryan, Declan F. Ryan and Shane T.
Ryan (collectively referred to as the "Ryans") on February 17, 1998, as amended
by Amendment No. 1 filed on April 9, 1999, Amendment No. 2 filed on July 6,
1999, Amendment No. 3 filed on February 15, 2001, and Amendment No. 4 filed on
February 18, 2004.
Item 2(b). Address of Principal Office, or, if none, Residence:
(i) T. Anthony Ryan
Park Palace Block B
61 Imapsse De La Fontaine
Monte Carlo
98000 Monaco Ville
(ii) Cathal M. Ryan
Stacumny House
Celbridge
County Kildare
Ireland
(iii) Declan F. Ryan
Strawberry Hill
Vico Road
Dalkey
County Dublin
Ireland
(iv) Shane T. Ryan
Kilboy Estate
Silvermines
County Tiperrary
Ireland
Item 2(c). Citizenship:
Each of the Ryans is an Irish citizen.
Item 2(d). Title of Class of Securities:
Ordinary Shares, par value 1.27 Euro cents (the "Ordinary
Shares").
Item 2(e). SEDOL Number:
0038227
The Ordinary Shares are also sold in the form of American
Depositary Shares ("ADSs"), each ADS representing five Ordinary Shares. The ADSs
are evidenced by American Depositary Receipts which are traded on the Nasdaq
National Market of the Nasdaq Stock Market, Inc. and have a CUSIP Number of
78351310.
Item 3. If this statement is filed pursuant to Rules 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 adviser 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)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [ ]
Item 4. Ownership.
Collectively, as of December 31, 2004, the Ryans were the
beneficial owners of 53,097,690 Ordinary Shares, representing 7.0% of the
760,231,576 Ordinary Shares outstanding as of December 31, 2004, based on
information provided by the Issuer. Each of the Ryans hereby disclaims
beneficial ownership of the Ordinary Shares owned by each of the other Ryans
filing this Statement of Schedule 13G.
A. T. Anthony Ryan
(a) Amount Beneficially Owned as of December 31, 2004:
5,758,535
(b) Percent of Class: 0.8%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
5,758,535
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or to direct the
disposition of: 5,758,535
(iv) shared power to dispose or to direct the
disposition of: none
B. Cathal M. Ryan
(a) Amount Beneficially Owned as of December 31, 2004:
17,508,273
(b) Percent of Class: 2.3%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
17,508,273
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or to direct the
disposition of: 17,508,273
(iv) shared power to dispose or to direct the
disposition of: none
C. Declan F. Ryan
(a) Amount Beneficially Owned as of December 31, 2003:
15,408,272
(b) Percent of Class: 2.0%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
15,408,272
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or to direct the
disposition of: 15,408,272
(iv) shared power to dispose or to direct the
disposition of: none
D. Shane T. Ryan
(a) Amount Beneficially Owned as of December 31, 2004:
14,422,610
(b) Percent of Class: 1.9%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
14,422,610
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or to direct the
disposition of: 14,422,610
(iv) shared power to dispose or to direct the
disposition of: none
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 five percent of the class of securities, check the following [ ].
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.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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: February 17, 2005
By: /S/ T. ANTHONY RYAN
-----------------------
Name: T. Anthony Ryan
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: February 17, 2005
By /S/ CATHAL M. RYAN
-----------------------
Name: Cathal M. Ryan
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: February 17, 2005
By /S/ DECLAN F. RYAN
------------------------
Name: Declan F. Ryan
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: February 17, 2005
By /S/ SHANE T. RYAN
------------------------
Name: Shane T. Ryan